NHC Files 8-K for Material Definitive Agreement

TL;DR

NHC filed an 8-K for a big deal, details to come.

AI Summary

National Healthcare Corporation (NHC) filed an 8-K on May 31, 2024, reporting an entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant business transaction for National Healthcare Corporation, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, suggesting a significant event, but the lack of specific details in the provided text necessitates a medium risk assessment.

Key Players & Entities

• NATIONAL HEALTHCARE CORP (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported
• 001-13489 (other) — Commission File Number
• 52-2057472 (other) — I.R.S. Employer Identification No.
• 100 Vine Street Murfreesboro, Tennessee 37130 (address) — Principal Executive Offices
• (615) 890-2020 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.1 — nge on which registered Common Stock , $0.1 par value NHC NYSE American Indicat
• $221,400,000.00 — ur Hundred Thousand and 00/100 Dollars ($221,400,000.00), subject to prorations and adjustments
• $11,100,000 — ties. The Agreement requires an initial $11,100,000 indemnification escrow, an initial $20,
• $20,000,000 — ,000 indemnification escrow, an initial $20,000,000 net worth retention obligation by White
• $33,300,000 — and warranty insurance in the amount of $33,300,000. Pursuant to the Agreement, NHC plans

Filing Documents

• nhc20240531_8k.htm (8-K) — 30KB
• ex_682511.htm (EX-99.1) — 9KB
• 0001437749-24-018940.txt ( ) — 173KB
• nhc-20240531.xsd (EX-101.SCH) — 3KB
• nhc-20240531_def.xml (EX-101.DEF) — 11KB
• nhc-20240531_lab.xml (EX-101.LAB) — 15KB
• nhc-20240531_pre.xml (EX-101.PRE) — 11KB
• nhc20240531_8k_htm.xml (XML) — 3KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. National HealthCare Corporation (NYSE American: NHC) announced that on May 31, 2024 NHC/OP, L.P., a subsidiary of NHC, and White Oak Manor, Inc., a South Carolina corporation, White Oak Estates, Inc., a South Carolina corporation, White Oak Estates Apartments, Inc., a South Carolina corporation, White Oak Estates Assisted Living, Inc., a South Carolina corporation, White Oak Management, Inc., a South Carolina corporation, White Oak Manor - Charleston, Inc., a South Carolina corporation, White Oak Manor - Columbia, Inc., a South Carolina corporation, White Oak Manor - Lancaster, Inc., a South Carolina corporation, White Oak Manor - Newberry, Inc., a South Carolina corporation, White Oak at North Grove, Inc., a South Carolina corporation, White Oak Manor-Rock Hill, Inc., a South Carolina corporation, White Oak Manor - Spartanburg, Inc., a South Carolina corporation, White Oak Manor- York, Inc., a South Carolina corporation and White Oak Manor - Burlington, Inc., a North Carolina corporation, White Oak Manor- Charlotte, Inc., a North Carolina corporation, White Oak Manor - Kings Mountain, Inc., a North Carolina corporation, White Oak Manor- Shelby, Inc., a North Carolina corporation, White Oak Manor - Tryon, Inc., a North Carolina corporation, White Oak Manor- Waxhaw, Inc., a North Carolina corporation, White Oak Pharmacy, Inc., a South Carolina corporation, along with Douglas M. Cecil, Oliver K. Cecil, Jr., Dorothy Dean Cecil, Jeni Cecil Feeser, Beth Creech Cecil, John P. Barber and Teresa J. Cecil, as Trustee of the Teresa J. Cecil Revocable Trust U/A dated July 20, 2006, as amended and restated on February 15, 2023 (collectively, the "Seller Parties" or "White Oak") entered a Purchase and Sale Agreement (the "Agreement") providing for the purchase and sale of the land, buildings, and assets of White Oak's portfolio of fourteen skilled nursing facilities, which includes five facilities in North Carolina (three

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On May 31, 2024, NHC issued a press release announcing its entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Number Exhibit 99.1 Press release dated May 31, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 31, 2024 NATIONAL HEALTHCARE CORPORATION By: /s/Stephen F. Flatt Name: Stephen F. Flatt Title: CEO

View Full Filing

View this 8-K filing on SEC EDGAR