National Healthcare Properties Closes Full IPO Overallotment, Brings Total Proceeds to $531M
National Healthcare Properties Inc. (Nasdaq: NHP) closed the full overallotment exercise of its initial public offering, bringing total IPO proceeds to approximately $531.3 million and capping a multi-year transition from a nontraded real estate investment trust sponsored by AR Global to a standalone listed company.
Underwriters exercised their option on April 24 to purchase an additional 5.775 million shares of Class A common stock at the $12 offering price to cover overallotments. The purchase closed April 28, generating roughly $69.3 million in additional proceeds on top of the $462 million raised in the base offering, which closed April 23. Wells Fargo Securities, Morgan Stanley, and BMO Capital Markets served as lead book-running managers.
Total Class A shares issued in the offering reached 44.275 million.
In connection with the closing, the company entered into an amended and restated agreement of limited partnership for National Healthcare Properties Operating Partnership L.P. The amended agreement removed all references to the special limited partnership interest previously held by Healthcare Trust Special Limited Partnership LLC – an AR Global affiliate – which the company disclosed crystallized with no value in connection with the offering. The original agreement, dated Feb. 14, 2013, had governed the operating partnership since the REIT’s launch under AR Global as Healthcare Trust Inc.
The amended partnership agreement also automatically converted all outstanding Class B units into common operating partnership units, eliminated Class B units as a class going forward, and reset the OP unit-to-common-stock exchange factor to 1.0. The agreement established a new general class of long-term incentive plan units, with four sub-classes including basic LTIP units and performance LTIP units, to support the company’s post-listing equity compensation framework.
On April 30, the company’s board of directors granted listing equity awards to executives and employees totaling 995,994 shares of common stock and LTIP units under the company’s 2025 omnibus incentive compensation plan. The awards vest annually in 25% increments beginning April 30, 2027, subject to continued service.
Chief executive officer and president Michael Anderson received 348,665 LTIP units; chief financial officer and treasurer Andrew T. Babin received 149,428 LTIP units; and chief accounting officer Ailin Park received 25,000 LTIP units. The board also authorized 12,500 restricted shares or LTIP units for each director, vesting on the same terms.
As previously reported by AltsWire, NHP priced its IPO at $12 per share – $1 below the bottom of its $13-to-$16 marketed range – and closed flat on its Nasdaq debut. The market-set price represented a sharp markdown from the company’s most recent estimated net asset value of $32.15 per share as of Dec. 31, 2024, disclosed in the IPO prospectus. The fund’s common stock had been sold to retail investors at $25 per share from its 2012 inception, before a 4-for-1 reverse split in September 2024 effectively restated that purchase price to $100 on a post-split basis.
The company’s 7.375% Series A and 7.125% Series B cumulative redeemable perpetual preferred stock trade on Nasdaq under tickers NHPAP and NHPBP, respectively.
NHP is scheduled to release first-quarter 2026 financial results after market close on May 13, with a conference call to follow May 14. It will be the company’s first earnings disclosure as a listed REIT.
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