National Health Investors (NHI) M&A Presentation summary

Transaction overview

• Announced sale of 32 skilled nursing and 3 independent living facilities for $560 million to the current lessee, with estimated transaction costs of $6–8 million.

• Special Committee of independent directors approved the sale, retaining separate counsel and financial advisors.

• Properties generated $39.7 million in cash lease revenue in 2025; proceeds will be used to repay debt and fund future investments, including potential 1031 exchanges.

• Transaction expected to close July 1, 2026, pending customary conditions and regulatory approvals.

• Impact on REIT distribution requirements to be determined in Q4 2026, with capital redeployment strategies in place.

Strategic rationale

• Increases concentration in private pay senior housing, enhancing portfolio quality and value proposition.

• Strengthens balance sheet by deleveraging and improving financial flexibility.

• Positions for accelerated external growth and improved valuation potential.

• Simplifies structure, reduces tenant concentration risk, and removes related-party dynamics.

Portfolio and financial impact

• Pro forma senior housing and SHOP investments rise to 83.8% of total investment and 78.6% of annualized adjusted NOI.

• Embedded organic growth expected in SHOP segment, with high single- to low double-digit internal growth projected.

• Shift in portfolio concentration leverages superior valuation of private pay senior housing over skilled nursing.