NHP Launches $100M Preferred Tender at $22.50, Accelerating Post-IPO Capital Stack Cleanup
National Healthcare Properties Inc. (Nasdaq: NHP) launched concurrent cash tender offers for its Series A and Series B preferred stock, offering $22.50 per share for both classes in a transaction capped at $100 million in aggregate — the latest step in the New York-based company’s transformation from nontraded real estate investment trust to listed REIT focused on senior housing.
The offers, which commenced May 18 and expire at 5 p.m. ET on June 16, target the company’s 7.375% Series A cumulative redeemable perpetual preferred stock and its 7.125% Series B cumulative redeemable perpetual preferred stock. Series A shares receive purchase priority; Series B shares are subject to proration if aggregate tenders exceed the $100 million cap. The offers are not contingent on financing.
At $22.50, the tender price represents a premium to recent market trading — Series A preferred shares (Nasdaq: NHPAP) closed at $21.65 Monday — but a meaningful discount to the $25 liquidation preference at which the preferred was originally issued. Both series are perpetual and cumulative, with no fixed call date, making a below-par tender offer one of the few mechanisms available to the company to retire the stock outside of open-market purchases.
NHP priced its initial public offering at $12 per share in April, raising gross proceeds of $531.3 million including the full overallotment. The company subsequently announced the sale of 86 outpatient medical facilities for approximately $528 million as it pivots its portfolio toward senior housing. With substantial fresh capital on its balance sheet, the preferred tender allows management to retire legacy preferred stock carrying 7%-plus coupons at a discount to face value, eliminating approximately $13 million in annual preferred dividends if both series are fully repurchased.
As of March 31, 2026, NHP had 3.846 million Series A shares and 3.417 million Series B shares outstanding — a combined liquidation value of roughly $181 million. At $22.50 per share, the $100 million cap would retire approximately 4.4 million shares across both series, leaving the remainder outstanding unless NHP launches additional tender offers in subsequent quarters.
The preferred retirement reflects a pattern common among nontraded REITs that complete liquidity events: legacy preferred stock, often issued at yields that made sense for a nontraded structure, becomes expensive relative to the cost of listed common equity or debt once a company accesses public markets. NHP closed the full IPO overallotment in May — capital it is now deploying to reshape both its asset base and its liability structure simultaneously.
Preferred holders — including broker-dealers and registered investment advisers who placed the shares with clients during NHP’s nontraded REIT years — face a decision: tender at $22.50 for immediate liquidity or hold for the $25 liquidation preference, which carries no fixed redemption date.
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