MacKenzie Launches Mini-Tender for NHP Shares at 47% Discount to Nasdaq Price
National Healthcare Properties Inc.’s board of directors declined to make a recommendation after MacKenzie Capital Management LP launched an unsolicited mini-tender offer for up to 150,000 shares of NHP common stock at $7.27 per share, approximately 47% below NHP’s most recent Nasdaq closing price of $13.78.
The offer, which MacKenzie launched June 15, targets the company’s unlisted common stock, not the Class A common stock that has traded on the Nasdaq Global Market under the symbol “NHP” since April 22. The 150,000 shares sought represent approximately 0.2% of NHP’s total outstanding shares.
NHP completed its public offering and Nasdaq listing in April 2026, converting from a nontraded real estate investment trust structure. Class A common stock issued in connection with the nontraded offering is set to automatically convert into regular common stock on Oct. 19, at which point all shares will be listed and freely tradable on Nasdaq.
Until that conversion, NHP’s original common stock has no active trading market – a gap MacKenzie’s offer targets. NHP said in its stockholder letter that shareholders seeking near-term liquidity have limited options, including secondary auction trades. The company said MacKenzie’s own offer materials disclosed that between April and May, shares of NHP common stock cleared at $8.41 to $11.41 per share on CTT Auctions – roughly 14% to 36% above the MacKenzie offer price.
MacKenzie said in its offer materials that it is making the offer “in view of making a profit, so the price offered is below the estimate of value as established by” the firm. MacKenzie also disclosed that it is “not a real estate appraiser” and did not retain an independent adviser to evaluate the fairness of its offer price.
NHP said none of its directors, executive officers, affiliates, or subsidiaries intend to tender their shares.
The company urged stockholders to consult their financial advisers and to review the U.S. Securities and Exchange Commission’s investor alert on mini-tender offers before deciding whether to participate. The SEC has previously cautioned that mini-tender offers “have been increasingly used to catch investors off guard.”
MacKenzie has launched similar mini-tender offers against other nontraded programs in prior years. Last month, the board of directors of Highlands REIT Inc. unanimously recommended that shareholders reject MacKenzie’s unsolicited mini-tender to purchase shares of the nontraded REIT at $0.04 per share.
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