Company to redeem all outstanding shares of Series A Convertible
Preferred Stock
National HealthCare Corporation (NYSE MKT: NHC), the nation's oldest
publicly traded long-term health care company, announced today that it
will redeem all outstanding shares of its Series A Convertible Preferred
Stock (the “Preferred Stock”) on November 3, 2015 (“Redemption Date”).
The Preferred Stock (NYSE MKT: NHC.PRA) has a CUSIP number of
635906 209. The Preferred Stock, issued in conjunction with NHC’s 2007
acquisition of National Health Realty, Inc., will be redeemed for cash
at a redemption price of $15.75 per share, plus an accrued dividend of
$0.04 per share, for a total of $15.79 per share. A Notice of Redemption
has been sent to all holders of Preferred Stock. As of the Redemption
Date, the Preferred Stock will no longer be deemed outstanding, and all
rights with respect to such stock will cease and terminate, except the
right of holders to receive payment of the Redemption Price, without
interest.
In lieu of redemption, at any time prior to 5:00 p.m. (EDT) on November
2, 2015, holders of the Preferred Stock may convert any or all of their
shares into shares of the Company's common stock. The holders electing
to convert their Preferred Shares will receive 0.24204 shares of common
stock for each Preferred Share, together with the cash payable with
respect to fractional shares.
FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical facts are
forward-looking statements. NHC cautions investors that any
forward-looking statements made involve risks and uncertainties and are
not guarantees of future performance. The risks and uncertainties are
detailed from time to time in reports filed by NHC with the S.E.C.,
including Forms 8-K, 10-Q and 10-K, and include, among others, the
following: liabilities and other claims asserted against us and patient
care liabilities, as well as the resolution of current litigation;
availability of insurance and assets for indemnification; national and
local economic conditions; including their effect on the availability
and cost of labor, utilities and materials; the effect of government
regulations and changes in regulations governing the healthcare
industry, including our compliance with such regulations; changes in
Medicare and Medicaid payment levels and methodologies and the
application of such methodologies by the government and its fiscal
intermediaries; and other factors referenced or incorporated by
reference in the S.E.C. filings. The risks included here are not
exhaustive. All forward-looking statements represent NHC's best judgment
as of the date of this release.
ABOUT NHC
NHC affiliates operate for themselves and third parties 75 long-term
health care centers with 9,423 beds. NHC affiliates also operate 36
homecare programs, five independent living centers and 19 assisted
living communities. NHC's other services include Alzheimer's units,
long-term care pharmacies, a rehabilitation services company, and
providing management and accounting services to third parties. Other
information about the company can be found on our web site at www.nhccare.com.
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