NHC · National HealthCare Corporation

National HealthCare Corporation (NHC) entered into a Purchase and Sale Agreement to acquire 35 facilities (32 skilled nursing and three independent living) from National Health Investors, Inc. (NHI) for $560 million. The transaction is structured as a real estate acquisition, with NHC currently leasing these facilities under a master lease. The purchase price is payable in cash at closing, with no financing contingencies, though NHC expects to obtain a new credit facility to partially fund the purchase. The agreement includes a review period ending May 29, 2026, during which NHC can terminate for any reason and receive a refund of its $5 million initial deposit. After the review period, NHC will deposit an additional $15 million, and NHI will post a $20 million liquidated damages deposit. The transaction is expected to close in the third quarter of 2026, subject to customary conditions including HSR antitrust clearance. Post-closing, the master lease will be terminated for all facilities except four Florida skilled nursing facilities, which will be assigned to an NHC subsidiary and continue to be subleased to a third-party operator. NHC's CEO stated the acquisition will provide operational flexibility and is expected to be accretive to earnings and cash flow. The filing also notes that NHC owns approximately 3.4% of NHI's common stock and that NHC's chairman serves on NHI's board but is not standing for reelection.