National HealthCare Corporation (NHC) entered into a Purchase and Sale Agreement on April 21, 2026 to acquire the real‑estate assets of 32 skilled nursing facilities and three independent‑living facilities from National Health Investors, Inc. (NHI) and its affiliates. The transaction is valued at $560 million and will add 35 facilities to NHC’s portfolio, expanding its presence in the southeastern United States.
The deal is expected to close in the third quarter of 2026, with an anticipated closing date of around July 1. Financing will be provided through a combination of cash and debt, although the exact proportions and terms of the new debt have not been disclosed. Under the agreement, NHC will maintain operational control of all but four Florida skilled‑nursing facilities, which will remain under a third‑party operator’s lease after closing.
NHC’s recent financial performance underscores the strategic fit of the acquisition. For the year ended December 31, 2025, the company reported net operating revenues of $1.517 billion, a 16.1% increase from 2024, and adjusted net income of $104 million, up 35.4% year‑over‑year. Adjusted diluted earnings per share rose to $6.65 from $4.93, reflecting strong revenue growth and disciplined cost management. Management expects the transaction to be accretive to both earnings and cash flow, reinforcing its commitment to disciplined capital allocation and enhancing long‑term shareholder value.
NHI is divesting the portfolio as part of a strategic shift to reduce its exposure to skilled‑nursing facilities and increase focus on private‑pay senior housing. The sale is intended to strengthen NHI’s balance sheet, lower net debt‑to‑EBITDA, and increase liquidity, while also eliminating potential conflicts of interest with NHC. The transaction aligns with NHI’s broader portfolio realignment, which will see its senior‑housing operating portfolio represent roughly 22% of total investments and 13.8% of annualized NOI, compared to a 12.2% skilled‑nursing exposure.
"The acquisition of this real estate will be a milestone in our operational strategy, providing the Company with maximum flexibility to execute our long‑term vision. We expect this transaction to be accretive to both earnings and cash flow, reinforcing our commitment to disciplined capital allocation and enhancing long‑term shareholder value," said Steve Flatt, Chief Executive Officer of NHC. "Each of these facilities is located in a critical area of NHC's operating footprint and represents an important link in our continuum of care model. We are pleased to have reached agreement with NHI on the purchase and sale of these facilities and look forward to being able to continue to provide our patients with exceptional care in these locations."
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