National Healthcare Properties Sells 40 Outpatient Medical Facilities for $531 Million, Completing Exit From OMF Segment

•3 min read

National Healthcare Properties, Inc. (Nasdaq: NHP) announced Sept. 28, 2026, that it has entered into a definitive purchase and sale agreement to sell 40 outpatient medical facilities for approximately $531 million, accelerating the company's transformation into a pure-play senior housing operating portfolio.

The sale price represents a nominal cap rate of 6.9%, based on trailing twelve-month in-place cash net operating income. After adjusting for recurring capital expenditures over the same period, as well as capital expenditure and other customary adjustments at closing, the company expects an economic cap rate of 6.5%. Estimated cash proceeds are approximately $511 million before transaction expenses and property operating prorations.

Transaction Details and Use of Proceeds

National Healthcare Properties said it recently retired all secured debt associated with the outpatient medical facility portfolio ahead of the transaction. The company intends to use the estimated $511 million in cash proceeds to repay the balance on its revolving credit facility, fund senior housing operating portfolio acquisitions — referred to internally as SHOP — and for general corporate purposes. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions.

The company also signed a nonbinding letter of intent to sell its remaining four outpatient medical facilities for gross proceeds of approximately $11 million. Combined with the current 40-facility agreement and a previously announced sale of 86 outpatient medical facilities for approximately $528 million — including 30 facilities that closed Sept. 10, 2026 — National Healthcare Properties expects to fully exit the outpatient medical facility segment.

At the portfolio level, the 40-facility transaction implies an average sale price of approximately $13.3 million per facility and trailing cash net operating income of approximately $36.6 million, based on the 6.9% nominal cap rate applied to the $531 million sale price.

Balance Sheet Impact

Based on announced disposition and capital markets transactions as well as closed SHOP acquisitions, National Healthcare Properties expects its net debt to Further Adjusted EBITDA to approximate 0x, calculated using second-quarter 2026 financials. In that scenario, the company said cash and cash equivalents would be approximately equal to total debt, which would consist primarily of $300 million of outstanding unsecured term loans.

Michael Anderson, Chief Executive Officer and President, said the expected transactions complete the company's strategic evolution. "These expected transactions complete our strategic evolution into a pure-play SHOP platform with meaningful internal growth and a conservative, largely unencumbered balance sheet," Anderson said. "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 Acquisition Pipeline

National Healthcare Properties currently holds signed purchase and sale agreements or nonbinding letters of intent for approximately $244 million of SHOP acquisitions, comprising 724 primarily assisted living and memory care units. The pipeline carries estimated weighted-average cap rates of approximately 7.2% in year one and 8.4% in year three, with the spread between those figures indicating management is targeting assets with operational upside potential. Closing of these acquisitions remains subject to continued purchaser due diligence, closing conditions, and regulatory approvals.

The company acquired two SHOP communities for an aggregate $98 million during the first half of 2026 under the RIDEA structure, with the communities managed by an existing operating partner. In July, it acquired 13 SHOP communities for $64 million through a joint venture with Discovery Senior Living.

Operating Performance and Strategic Context

The pivot away from outpatient medical facilities reflects a pronounced performance gap between the company's two segments. SHOP same-store cash net operating income increased 20.1% year over year in the second quarter of 2026, while outpatient medical facility same-store cash net operating income declined 0.4% over the same period to approximately $20.2 million, affected by one-time utility and other nonreimbursable costs. In the first quarter of 2026, SHOP same-store cash net operating income growth was 24.0%, while outpatient medical facility same-store cash net operating income was approximately $20.6 million.

National Healthcare Properties is a self-managed real estate investment trust focused on acquiring, owning, and investing in a diversified portfolio of healthcare real estate, with an emphasis on senior housing serving a growing elderly population in the United States. Additional information is available at nhpreit.com.

Sources

National Healthcare Properties press release, Sept. 28, 2026, via GlobeNewswire