National Healthcare Properties (HLTC) Registration filing summary

Company overview and business model

• Operates as a self-managed REIT focused on senior housing and healthcare real estate, with 37 senior housing communities (3,615 units) and 130 outpatient medical facilities (3.7M sq ft) across 29 states as of December 31, 2025.

• SHOP segment targets needs-based assisted living and memory care, primarily private pay, with 76% of units in these categories and 98% of revenue from private sources.

• OMF segment provides stable cash flow from institutional healthcare tenants, with 65.5% of GLA leased to health systems and 92.8% occupancy.

• Portfolio strategy emphasizes growth in SHOP through acquisitions and active asset management, while recycling capital from OMF dispositions.

• Management platform includes 37 professionals and a dedicated in-house SHOP asset management team, supporting scalable growth.

Financial performance and metrics

• For the year ended December 31, 2025: revenue from tenants was $342.3M, net loss attributable to common stockholders was $71.1M, and NOI was $123.4M.

• SHOP segment: 2025 Cash NOI was $42.6M (up from $34.5M in 2024), average occupancy 81.9%, RevPOR $6,078.

• OMF segment: 2025 Cash NOI was $79.8M, ending occupancy 92.8%.

• Net Debt to Annualized Adjusted EBITDA was 4.3x as of December 31, 2025, post-offering adjustment.

• Cash available for distribution to common stockholders for 2026 is estimated at $12.9M, with an initial annual distribution payout ratio of 158.7%.

Use of proceeds and capital allocation

• Net proceeds of ~$520.8M (assuming $14.50/share IPO price) will be used to repay $186M of revolving credit facility debt, fund external growth (primarily SHOP acquisitions), and for general corporate purposes.

• OMF asset sales are planned to fund SHOP acquisitions and further deleveraging.

• Capital allocation has focused on deleveraging, repurchasing preferred stock, and investing in revenue-enhancing renovations.