SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by National Healthcare Properties, Inc., a Maryland corporation (the “Company,” “NHP,” “we” or “us”), and relates to the offers by the Company to purchase up to a maximum aggregate purchase price in cash of $100 million of (i) its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series A Offer”), and (ii) its 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series B Offer”), each less any applicable withholding taxes and without interest. The Series A Offer and Series B Offer are together referred to as the “Offers,” and each, an “Offer.” The Offers are each being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 18, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All information included in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in response to all items of this Schedule TO, as more particularly set forth below.
ITEM 1.
| SUMMARY TERM SHEET |
The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
ITEM 2.
| SUBJECT COMPANY INFORMATION |
(a) Name and Address: The name of the subject company is National Healthcare Properties, Inc. The address of its principal executive office is 540 Madison Avenue, 27th Floor, New York, NY 10022 and its telephone number is (332) 258-8770.
(b) Securities: The information set forth in the section captioned “Introduction” of the Offer to Purchase is incorporated herein by reference.
(c) Trading Market and Price: The information set forth in Section 7 (“Price of Series A Shares and Series B Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.
ITEM 3.
| IDENTITY AND BACKGROUND OF FILING PERSON |
(a) Name and Address: The filing person is the subject company. The information set forth under Item 2(a) above and in Section 9 (“Certain Information Concerning Us”) and Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 4.
| TERMS OF THE TRANSACTION |
(a) Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 1 (“Number of Shares; Priority; Odd Lots; Proration”), Section 2 (“Purpose of the Offers; Effects of the Offers”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditions of the Offers”), Section 8 (“Source and Amount of Funds”), Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 12 (“Certain U.S. Federal Income Tax Consequences”), Section 13 (“Extension of the Offers; Termination; Amendment”) and Section 15 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference.
(b) Purchases: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
ITEM 5.
| PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
(e) Agreements Involving the Subject Company’s Securities: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
