NATIONAL HEALTHCARE CORP

Statements in this Current Report on Form 8-K that are not statements of historical fact are “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding NHC’s intentions, plans, and expectations concerning the Purchase and Sale Agreement, the Transaction, including its timing and consummation, the Credit Agreement, the Funding Date, the amounts NHC expects to draw down under the Credit Facilities and the timing thereof, the use of proceeds under the Credit Agreement, the termination of the Existing Credit Agreement and the amount of obligations outstanding thereunder as of the Funding Date, and any other statements that are not statements of historical fact, including, without limitation, those statements containing words such as “expect,” “plan,” “intend,” “believe,” “anticipate,” “continue,” “may,” “will,” or the negative version of these words and similar expressions, are forward-looking statements. NHC cautions investors that forward-looking statements are based on current expectations and assumptions that are subject to significant risks and uncertainties and are not guarantees of future performance. Actual results, performance, or achievements could differ materially from those expressed or implied by any forward-looking statement as a result of various risks and uncertainties, including, without limitation: the right to terminate the Purchase and Sale Agreement for any or no reason during the Review Period (as defined in the Purchase and Sale Agreement); the future actions of the seller parties to the Purchase and Sale Agreement, which NHC and its affiliates do not control; conditions to the closing of the Transaction may not be satisfied; the Transaction may involve unexpected costs, liabilities, or delays; the ability to complete the Transaction within the expected timeframe, or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase and Sale Agreement; conditions precedent to the initial funding under the Credit Agreement may not be satisfied; the occurrence of an event of default or the acceleration of all outstanding obligations under the Credit Agreement; liabilities and other claims asserted against NHC and its affiliates 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 compliance by NHC and its affiliates 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, the ability of third parties for whom NHC and/or its affiliates have guaranteed debt to refinance certain short-term debt obligations; and other risks and uncertainties described in NHC’s reports and other filings with the SEC, including its Annual Report. NHC cautions investors not to place undue reliance on forward-looking statements, which are qualified in their entirety by this cautionary statement. NHC expressly disclaims any obligation to update its forward-looking statements, which speak only as of the date of this report, whether as a result of new information, future events or otherwise, except as required by applicable law.