National Healthcare Properties to be SHOP-Only

Recently public National Healthcare Properties, Inc. (Nasdaq: NHP) announced a series of transactions on Monday that will make the REIT into a “pure-play” SHOP platform.

Michael Anderson, CEO and president of NHP, said:

“These expected transactions complete our strategic evolution into a pure-play SHOP platform with meaningful internal growth and a conservative, largely unencumbered balance sheet. Moreover, we believe the economics of our exit from the OMF segment will immediately provide additional capacity for the accretive execution of our robust and growing pipeline of high-acuity SHOP acquisition opportunities. As the population of older adults continues to expand and the need for specialized senior housing and care increases, we believe our focused strategy positions us well to capture the growth from this long-term demographic trend.”

SHOP stands for Seniors Housing Operating Portfolio, which is a business model in which a REIT or other investor directly acquires and operates senior housing properties rather than simply leasing them under triple net agreements.

OMF stands for the Outpatient Medical Facility portion of a REIT’s portfolio, which typically includes outpatient medical centers, specialty clinics, and similar healthcare facilities that provide non residential, non inpatient medical services to older adults.

The Deals

The specific transactions include NHP entering into a definitive purchase and sale agreement to sell 40 OMFs for approximately $531 million.

“Having recently retired all secured debt related to this portfolio, the Company expects estimated cash proceeds of $511 million before transaction expenses and property operating prorations but inclusive of capital expenditure and other customary adjustments. The Company expects to utilize these cash proceeds to repay the balance on the Company’s revolving credit facility, fund SHOP acquisitions and for general corporate purposes. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions,” the company said.

Further, NHP said based on announced disposition and capital markets transactions as well as closed SHOP acquisitions, it expects Net Debt to Further Adjusted EBITDA to approximate 0x (based on second quarter 2026 financials). “In this scenario, the Company would hold cash and cash equivalents approximately equal to total debt comprised primarily of $300 million of outstanding unsecured term loans,” NHP said.

The REIT also signed a non-binding letter of intent for its final four OMFs for gross proceeds of $11 million.

Inclusive of these transactions and the previously announced sale of 86 OMFs for approximately $528 million (including the sale of 30 OMFs closed on Sept. 10), the company said it expects to fully exit the OMF segment.

SHOP Pipeline

NHP currently has signed purchase and sale agreements or non-binding letters of intent for approximately $244 million of SHOP acquisitions, comprised of 724 primarily assisted living and memory care units, with estimated weighted average year-one and year-three cap rates of approximately 7.2 percent and 8.4 percent, respectively. Closing of these acquisitions is subject to continued purchaser due diligence, closing conditions, and regulatory approvals as specified in the applicable agreements, NHP said.

Comments or questions? Contact Patrick Connole at pconnole@parkplacelive.com.