National Health Investors Inc.
07/01/2026 | Press release | Distributed by Public on 07/01/2026 14:33
Asset Transaction, Termination of Material Agreement (Form 8-K)
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 2.01 of this report is incorporated by reference into this Item 1.02 to the extent such information is responsive to the disclosure requirements of Item 1.02 of Current Report on Form 8-K.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported, on April 21, 2026, National Health Investors, Inc. on behalf of itself and its affiliates identified in the Agreement (collectively, the "Company") entered into a Purchase and Sale Agreement (the "Agreement") with NHC/OP, L.P., a Delaware limited partnership (the "Purchaser") and a wholly owned subsidiary of National HealthCare Corporation ("NHC"), on behalf of itself and its affiliates identified in the Agreement, each of which is a wholly owned subsidiary of NHC (collectively, together with the Purchaser, the "Purchaser Parties"), to sell to the Purchaser Parties the land, facilities, and improvements, including 32 skilled nursing facilities and three independent living facilities (collectively, the "Property," and with respect to the 35 facilities, the "Facilities"), currently leased by the Purchaser Parties, as tenants, from the Company, as landlord, under a Master Agreement to Lease dated October 17, 1991, as amended, and those single Facility leases executed by the parties (collectively, the "Master Lease"). The purchase and sale of the Property and other transactions contemplated by the Agreement are referred to herein as the "Transaction."
The Transaction closed on July 1, 2026 for a total purchase price for the Property of $560 million.
As previously disclosed, NHC is a stockholder of the Company and, based on information in NHC's public filings, owned 1,630,642 shares of the Company's common stock as of December 31, 2025. The board of directors of the Company formed a Special Committee of Non-Interested Directors (the "Special Committee") consisting of Robert W. Chapin, Jr., Tracy M. J. Colden, Robert A. McCabe, Jr. and Candice W. Todd, each of whom is independent, is not a member of management and does not have an interest in a transaction with NHC, to, among other things, review, analyze and approve a transaction with NHC. The Special Committee unanimously approved the Transaction.
In connection with the closing of the Transaction, the Master Lease was terminated with respect to all of the Facilities other than the four skilled nursing facilities located in Florida (the "Florida Facilities"), and the Company assigned to a wholly owned subsidiary of NHC, and such NHC subsidiary assumed, the Master Lease with respect to the Florida Facilities.
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