National Healthcare Properties, Inc.

SC TO-I 1 ny20073867x1_sctoi.htm SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NATIONAL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) NATIONAL HEALTHCARE PROPERTIES, INC. (Name of Filing Person (Offeror)) 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock (Titles of Classes of Securities) 42226B204 (CUSIP Number of Series A Cumulative Redeemable Perpetual Preferred Stock) 42226B303 (CUSIP Number of Series B Cumulative Redeemable Perpetual Preferred Stock) Michael Anderson Chief Executive Officer and President Andrew Babin Chief Financial Officer and Treasurer National Healthcare Properties, Inc. 540 Madison Avenue, 27th Floor New York, NY 10022 (332) 258-8770 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a copy to: Joseph A. Herz Win Rutherfurd Timothy W. Donovan Greenberg Traurig, LLP One Vanderbilt Avenue New York, NY 10017 (212) 801-9200 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ☐ third-party tender offer subject to Rule 14d-1. ☒ issuer tender offer subject to Rule 13e-4. ☐ going-private transaction subject to Rule 13e-3. ☐ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: ☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer) SCHEDULE TO This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by National Healthcare Properties, Inc., a Maryland corporation (the “Company,” “NHP,” “we” or “us”), and relates to the offers by the Company to purchase up to a maximum aggregate purchase price in cash of $100 million of (i) its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series A Offer”), and (ii) its 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series B Offer”), each less any applicable withholding taxes and without interest. The Series A Offer and Series B Offer are together referred to as the “Offers,” and each, an “Offer.” The Offers are each being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 18, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All information included in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in response to all items of this Schedule TO, as more particularly set forth below. ITEM 1. SUMMARY TERM SHEET The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION (a) Name and Address: The name of the subject company is National Healthcare Properties, Inc. The address of its principal executive office is 540 Madison Avenue, 27 th Floor, New York, NY 10022 and its telephone number is (332) 258-8770. (b) Securities: The information set forth in the section captioned “Introduction” of the Offer to Purchase is incorporated herein by reference. (c) Trading Market and Price: The information set forth in Section 7 (“Price of Series A Shares and Series B Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON (a) Name and Address: The filing person is the subject company. The information set forth under Item 2(a) above and in Section 9 (“Certain Information Concerning Us”) and Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION (a) Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 1 (“Number of Shares; Priority; Odd Lots; Proration”), Section 2 (“Purpose of the Offers; Effects of the Offers”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditions of the Offers”), Section 8 (“Source and Amount of Funds”), Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 12 (“Certain U.S. Federal Income Tax Consequences”), Section 13 (“Extension of the Offers; Termination; Amendment”) and Section 15 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference. (b) Purchases: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS (e) Agreements Involving the Subject Company’s Securities: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference. 1 ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS (a) Purposes: The information set forth in the section captioned “Summary Term Sheet” and in Section 2 (“Purpose of the Offers; Effects of the Offers”) of the Offer to Purchase is incorporated herein by reference. (b) Use of the Securities Acquired: The information set forth in Section 2 (“Purpose of the Offers; Effects of the Offers”) of the Offer to Purchase is incorporated herein by reference. (c) Plans: The information set forth in Section 2 (“Purpose of the Offers; Effects of the Offers”) of the Offer to Purchase is incorporated herein by reference. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a) Source of Funds: The information set forth in the section captioned “Summary Term Sheet” and in Section 8 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. (b) Conditions: Not applicable. (d) Borrowed Funds: Not applicable. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a) Securities Ownership: The information set forth in Section 10 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference. (b) Securities Transactions: The information set forth in Section 10 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference. ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED (a) Solicitations or Recommendations: The information set forth in Section 14 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference. ITEM 10. FINANCIAL STATEMENTS Not applicable. ITEM 11. ADDITIONAL INFORMATION (a) Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions