National Healthcare Properties Declassifies Board, Terminates Shareholder Rights Plan
National Healthcare Properties Inc., a public non-listed real estate investment trust focused on outpatient medical facilities and senior housing operating properties, has initiated changes to its corporate governance structure, including a shift to a fully declassified board and the early termination of its long-standing shareholder rights plan.
In a move designed to increase accountability to stockholders, the company’s board of directors approved a board declassification. Previously, directors served in staggered classes with multi-year terms; however, effective with the 2026 annual meeting, every director will now stand for election annually.
To facilitate this transition, four directors whose terms were not yet set to expire – Michael Anderson, B.J. Penn, Gov. Edward G. Rendell, and Elizabeth K. Tuppeny – tendered conditional resignations. They were immediately re-elected to serve until the 2026 annual meeting, ensuring all seats are up for a vote at the same time.
The board also expanded its size from six to seven members, electing Scott Humphrey as an independent director and the new chair of the audit committee, effective Jan. 12, 2026.
Humphrey brings over 30 years of experience in investment banking and corporate governance, having previously served as lead director for Heska Corporation from 2018 to 2023.bMichael Anderson, the REIT’s chief executive officer, stated that Humphrey’s expertise in mergers, acquisitions, and restructuring will be “invaluable” as the company pursues growth opportunities.
National Healthcare Properties has also accelerated the expiration of its rights agreement. Originally scheduled to expire on May 18, 2026, the company entered into an amendment to move the termination date forward to close of business on Jan. 12. The move removes a key anti-takeover protection sooner than expected, potentially making the REIT more accessible for strategic transactions.
Finally, the company introduced several additional governance updates to promote efficiency and stockholder rights:
- Committee consolidation: The nominating and corporate governance committee has been merged into the compensation committee, forming the new compensation and corporate governance committee.
- Proxy access: New bylaws now allow stockholders who have owned at least 3% of outstanding shares for at least three years to include their own director candidates in the company’s proxy materials.
- Business combination opt-out: The board adopted a resolution exempting business combinations with any person from the Maryland Business Combination Act, expanding a previous exemption that applied only to its former adviser.
Last month, the REIT secured a $550 million senior unsecured credit facility. This new agreement, led by Wells Fargo Bank as administrative agent, replaced a previous $330 million secured term loan and was designed to enhance the company’s growth strategy and liquidity.
The credit agreement is divided into two primary parts: a $400 million revolving credit facility, and a $150 million term loan facility. The company also has the option to increase the total borrowing capacity by up to $450 million, potentially reaching $1 billion in total commitments, subject to lender approval and financial compliance. The facilities have a maturity date of Dec. 11, 2028, with options to extend for two additional one-year periods.
Interest rates were based on the REIT’s consolidated leverage ratio and offer two primary options: a base rate margin ranging from 0.55% to 1.10% per annum, and a single overnight financing rate ranging from 1.55% to 2.10% per annum. Additionally, the revolving facility carries an unused fee based on usage: 0.20% per annum if usage is 50% or less, or 0.15% per annum if usage is greater than 50%.
In November 2025, the company named Andrew T. Babin as chief financial officer and treasurer. Babin stepped into the principal financial officer and principal accounting officer role with deep experience in the healthcare REIT space. Previously, he was head of financial strategy and investor relations for Medical Properties Trust Inc. (NYSE: MPT).
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