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Note 18 - Subsequent Event
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 18 Subsequent Event

 

On July 1, 2026, the Company purchased the land, facilities, and improvements of thirty-two skilled nursing facilities and three independent living facilities, currently leased by us as tenant, from National Health Investors (“NHI”) for a purchase price of $560,000,000. On the closing date of the transaction, the lease agreement with NHI was terminated. The Company currently operates and will continue to operate all of the facilities, except four Florida skilled nursing facilities. The four Florida skilled nursing facilities will continue to be subject to a third-party operator’s lease after the closing of the transaction.

 

The facilities subject to the agreement are located in Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, and Virginia. NHC operates multiple skilled nursing facilities, assisted living and independent living communities, as well as homecare and hospice operations within this geographic footprint. The acquisition will complement NHC’s current asset portfolio within these regions.

 

For the six months ended June 30, 2026, the Company paid $20 million into an escrow account to be used against the purchase price at closing.  These funds are classified in the investing section of the Interim Condensed Consolidated Statements of Cash Flows.  At June 30, 2026, these fund are also classified in the Interim Condensed Consolidated Balance Sheet in the current asset section under "prepaid expenses and other assets".  

 

 

New $550 Million Credit Agreement

 

On May 26, 2026, the Company entered into a credit agreement, consisting of a $475,000,000 senior unsecured term loan facility and a $75,000,000 senior unsecured revolving credit facility. The credit agreement became effective on July 1, 2026, in conjunction with the transaction with NHI, at which point, the current credit agreement terminated. The term loans and revolving loans will mature on the fifth anniversary of the date of initial funding to the Company under the credit agreement.

 

Borrowings under the credit agreement will bear interest, at NHC’s option, at a rate based on either Term SOFR or a base rate, in each case plus an applicable margin. The applicable margin will vary based on the Company’s consolidated leverage ratio and, based on the applicable pricing grid, will range from 1.25% to 1.75% per annum for Term SOFR borrowings and 0.25% to 0.75% per annum for base rate borrowings. The base rate is a variable daily interest rate set at the highest among: (1) the Federal Funds Rate plus 0.50%, (2) Bank of America’s publicly announced prime rate, or (3) Term SOFR plus 1.00%. In all cases, the base rate has a floor of 1.00%. The applicable rate as of the Funding Date and until the first business day following delivery of the compliance certificate for the fiscal quarter ending December 31, 2026 will be Term SOFR + 1.50% or base rate + 0.50%. NHC is also required to pay a commitment fee on the daily unused portion of the revolving credit facility, which ranges from 0.20% to 0.30% per annum based on the consolidated leverage ratio, payable quarterly in arrears.

 

The credit agreement contains customary representations and warranties, financial covenants, and other customary affirmative and negative covenants. The credit agreement also contains customary events of default.

 

On the closing date of the NHI transaction, pursuant to the terms of the credit agreement, the Company drew down the entire $475,000,000 under the senior unsecured term loan facility and $55,000,000 under the senior unsecured revolving credit facility to pay a portion of the purchase price and other fees and expense related to the transaction.