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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): June 27, 2023
Regional
Health Properties, Inc.
(Exact Name of Registrant as Specified in Charter)
Georgia |
|
001-33135 |
|
81-5166048 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
454
Satellite Boulevard, NW
Suite 100
Suwanee, Georgia 30024
(Address of Principal Executive Offices, and Zip Code)
(678)
869-5116
(Registrant’s telephone number, including area code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, no par value |
|
RHE |
|
NYSE
American |
10.875%
Series A Cumulative Redeemable Preferred Stock, no par value |
|
RHE-PA |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
On
June 27, 2023, Regional Health Properties, Inc., a Georgia corporation (the “Company”), convened
its special meeting (the “Special Meeting”) of the holders of its 10.875% Series A Cumulative Redeemable
Preferred Shares (the “Series A Preferred Stock”) and the holders of its common stock (the “Common Stock”)
and Series E Redeemable Preferred Shares (the “Series E Preferred Stock”). The
Special Meeting was called to consider the proposals set forth in the Company’s definitive proxy statement/prospectus filed with
the Securities and Exchange Commission on May 25, 2023 (as supplemented or amended, the “Proxy Statement/Prospectus”)
in connection with the Company’s offer to exchange (the “Exchange Offer”) any and all outstanding shares of
the Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares (the
“Series B Preferred Stock”).
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
Articles
of Amendment
On
June 27, 2023, the Company filed Articles of Amendment
(the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation (as
in effect prior to such Articles of Amendment, the “Charter”) with the Secretary of State of the State of Georgia
to (i) temporarily increase the authorized number of shares of the Company to 61,000,000 shares,
consisting of 55,000,000 shares of common stock and 6,000,000 shares of preferred stock, on the terms of the form of proposed amendments
to the Charter set forth as Annex B-1-A to the Proxy Statement/Prospectus, and (ii) effect the Series B Charter Amendments (as
defined herein).
The
foregoing description of the Articles of Amendment is a summary of the terms thereof, does not purport to be complete and is qualified
in its entirety by reference to the Articles of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Bylaws
Amendment
Effective
June 27, 2023, the Board of Directors of the Company (the “Board”) adopted an amendment (the “Bylaws Amendment”)
to the Company’s Amended and Restated Bylaws (the “Bylaws”) to eliminate any conflicts between provisions in
the Bylaws and provisions in the Articles of Amendment.
The
foregoing description of the Bylaws Amendment is a summary of the terms thereof, does not purport to be complete and is qualified in
its entirety by reference to the Bylaws Amendment, which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security
Holders. |
The
description of the Special Meeting set forth in the Explanatory Note in this Current Report on Form 8-K is incorporated into this Item
5.07 by reference.
Below
is a summary of the proposals that were submitted to the holders of Series A Preferred Stock and the holders of Common Stock and Series
E Preferred Stock, as applicable, for approval at the Special Meeting and a tabulation of the votes with respect to each proposal.
Preferred
Series A Charter Amendment Proposal
The
holders of Series A Preferred Stock approved the proposal to amend the Charter to (i) reduce the liquidation preference of the Series
A Preferred Stock to $5.00 per share, (ii) eliminate accumulated and unpaid dividends on the Series A Preferred Stock, (iii) eliminate
future dividends on the Series A Preferred Stock, (iv) eliminate penalty events and the right of holders of Series A Preferred Stock
to elect directors upon the occurrence of a penalty event, (v) reduce the redemption price of the Series A Preferred Stock in the event
of an optional redemption to $5.00 per share, (vi) reduce the redemption price of the Series A Preferred Stock in the event of a “change
of control” to $5.00 per share and (vii) change the voting rights of holders of Series A Preferred Stock when voting as a single
class with any other class or series of stock to one vote per $5.00 liquidation preference, on the terms of the form of proposed amendments
to the Charter set forth as Annex A to the Proxy Statement/Prospectus (the “Preferred
Series A Charter Amendment Proposal”; such amendments to the Charter being referred to herein as the “Series A Charter
Amendments”). The voting results were as follows:
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
1,961,358 |
|
125,612 |
|
3,826 |
|
— |
Series
B Preferred Stock Proposal
The
holders of Series A Preferred Stock approved the proposal to (i) temporarily amend the Charter to increase the authorized number of shares
of preferred stock to 6,000,000 shares, on the terms of the form of proposed amendments to the Charter set forth as Annex B-1-A to the
Proxy Statement/Prospectus, and, following the consummation of the Exchange Offer, subsequently amend the Charter to decrease the authorized
number of shares of preferred stock to 5,000,000 shares, on the terms of the form of proposed amendments to the Charter set forth as
Annex B-1-B to the Proxy Statement/Prospectus, and (ii) approve the authorization, creation and designation by the Board pursuant to
Section 14-2-602 of the Official Code of Georgia Annotated, from the authorized but undesignated shares of preferred stock, of the Series
B Preferred Stock having the rights, preferences and privileges substantially as set forth in the form of amendment to the Charter in
Annex B-2 to the Proxy Statement/Prospectus and as described under “Description of Capital Stock—Series B Preferred Stock”
in the Proxy Statement/Prospectus, which, if so approved by the holders of the Series A Preferred Stock as part of this proposal, will
rank senior to the Series A Preferred Stock, and be “Senior Shares” to the Series A Preferred Stock, pursuant to and as contemplated
by Section 3.7(e) of the Charter (the “Series B Preferred Stock Proposal”; such
amendments to the Charter being referred to herein as the “Series B Charter Amendments”). The voting results
were as follows:
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
1,966,213 |
|
116,076 |
|
8,507 |
|
— |
Common
Charter Amendment Proposal
The
holders of Common Stock and Series E Preferred Stock approved the proposal to (i) amend the Charter to (a)
reduce the liquidation preference of the Series A Preferred Stock to $5.00 per share, (b) eliminate accumulated and unpaid dividends
on the Series A Preferred Stock, (c) eliminate future dividends on the Series A Preferred Stock, (d) eliminate penalty events and the
right of holders of Series A Preferred Stock to elect directors upon the occurrence of a penalty event, (e) reduce the redemption price
of the Series A Preferred Stock in the event of an optional redemption to $5.00 per share, (f) reduce the redemption price of the Series
A Preferred Stock in the event of a “change of control” to $5.00 per share and (g) change the voting rights of holders of
Series A Preferred Stock when voting as a single class with any other class or series of stock to one vote per $5.00 liquidation preference,
on the terms of the form of proposed Series A Charter Amendments set forth as Annex A to the Proxy Statement/Prospectus, and
(ii) temporarily amend the Charter to increase the authorized number of shares of the Company to 61,000,000 shares, consisting of 55,000,000
shares of common stock and 6,000,000 shares of preferred stock, on the terms of the form of proposed amendments to the Charter set forth
as Annex B-1-A to the Proxy Statement/Prospectus, and, following the consummation of the Exchange Offer, subsequently amend the
Charter to decrease the authorized number of shares of the Company to 60,000,000 shares, consisting of 55,000,000 shares of common stock
and 5,000,000 shares of preferred stock, on the terms of the form of proposed amendments to the
Charter set forth as Annex B-1-B to the Proxy Statement/Prospectus (together with the Preferred
Series A Charter Amendment Proposal and the Series B Preferred Stock Proposal, the “Required Proposals”). The
voting results were as follows:
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
446,953,737 |
|
15,877,935 |
|
19,997,675 |
|
— |
Adjournment
Proposal
The
holders of Series A Preferred Stock and the holders of Common Stock and Series E Preferred Stock, voting together as a single class,
approved the adjournment of the Special Meeting for the purpose of soliciting additional votes for the approval of the Required Proposals.
The voting results were as follows:
For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
446,443,112 |
|
15,925,561 |
|
19,562,674 |
|
— |
Item 7.01 |
Regulation FD Disclosure. |
On
June 28, 2023, the Company issued a press release announcing shareholder approval of the proposals presented at the Special Meeting,
satisfaction of all conditions to the Exchange Offer and the preliminary results of the Exchange Offer, a copy of which is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On
July 3, 2023,
the Company issued a press release announcing the final results of the Exchange Offer and the closing of the Exchange Offer, a copy of
which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The
information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is “furnished”
and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference
in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set
forth by specific reference in any such filings.
Exchange
Offer
The
Exchange Offer expired at 11:59 p.m., New York City time, on June 27, 2023.
The
closing of the Exchange Offer occurred on June 30, 2023. In connection with the closing, the Company issued 2,252,272 shares of Series
B Preferred Stock in exchange for an equivalent number of shares of Series A Preferred Stock.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
|
|
|
3.1 |
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Regional Health Properties, Inc., effective June 27, 2023 (incorporated by reference to Exhibit 3.4 of the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-269750) filed on June 28, 2023). |
|
|
|
3.2 |
|
Amendment No. 1 to Amended and Restated Bylaws of Regional Health Properties, Inc., effective June 27, 2023 (incorporated by reference to Exhibit 3.6 of the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-269750) filed on June 28, 2023). |
|
|
|
99.1 |
|
Press Release, dated June 28, 2023. |
|
|
|
99.2 |
|
Press
Release, dated July 3, 2023. |
|
|
|
104 |
|
Cover
Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
|
|
REGIONAL
HEALTH PROPERTIES, INC. |
|
|
|
Dated:
July 3, 2023 |
|
/s/
Brent Morrison |
|
|
Brent
Morrison |
|
|
Chief
Executive Officer and President
|
Exhibit
99.1
![A picture containing logo
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1004724/000149315223023227/ex99-1_001.jpg)
Regional
Health Properties, Inc. Announces Shareholder Approval of Special Meeting Proposals, Satisfaction of All Conditions to Exchange Offer
and Preliminary Results of Exchange Offer
ATLANTA,
GA, June 28, 2023 — Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the
“Company”) convened its special meeting (the “Special Meeting”) of the holders of its 10.875% Series A Cumulative
Redeemable Preferred Shares (the “Series A Preferred Stock”) and the holders of its common stock (the “Common Stock”)
and Series E Redeemable Preferred Shares (the “Series E Preferred Stock”) on June 27, 2023. All of the proposals presented
at the Special Meeting were approved by the requisite votes of the applicable shareholders of the Company, including the Preferred Series
A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Common Charter Amendment Proposal (each as defined herein).
As
previously announced, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding shares
of Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares (the
“Series B Preferred Stock”). In exchange for each share of Series A Preferred Stock properly tendered (and not validly withdrawn)
prior to 11:59 p.m., New York City time, on June 27, 2023 (such time and date, the “Expiration Date”) and accepted by the
Company, participating holders of Series A Preferred Stock will receive one share of Series B Preferred Stock.
The
Exchange Offer expired at the Expiration Date. All conditions to the Exchange Offer were satisfied at that time, including:
|
● |
the
approval of the holders of at least 66 2/3% of the outstanding shares of the Series A Preferred Stock as of the close of business
on May 11, 2023 (the “Record Date”) of each of: |
|
● |
the
proposal presented at the Special Meeting relating to certain amendments to the Company’s Amended and Restated Articles of
Incorporation (as currently in effect, the “Charter”) with respect to the Series A Preferred Stock that will significantly
reduce the rights of holders of Series A Preferred Stock (the “Series A Charter Amendments” and, such proposal, the “Preferred
Series A Charter Amendment Proposal”), as described in the Proxy Statement/Prospectus that is filed with the U.S. Securities
and Exchange Commission (the “SEC”);
and |
|
|
|
|
● |
the
proposal presented at the Special Meeting relating to (i) the temporary amendment of the Charter to increase the authorized number
of shares of preferred stock to 6,000,000 shares and, following the consummation of the Exchange Offer, the subsequent amendment
of the Charter to decrease the authorized number of shares of preferred stock to 5,000,000 shares and (ii) the authorization, creation
and designation by the Board of Directors of the Company pursuant to Section 14-2-602 of the Official Code of Georgia Annotated,
from the authorized but undesignated shares of preferred stock, of the Series B Preferred Stock (the “Series B Charter Amendments”
and, such proposal, the “Series B Preferred Stock Proposal”); and |
|
● |
the
approval of a majority of votes entitled to be cast by the holders of the outstanding Common Stock and Series E Preferred Stock as
of the Record Date, less any shares of Series E Preferred Stock redeemed prior to the Special Meeting, of the proposal presented
at the Special Meeting relating to (i) the Series A Charter Amendments and (ii) the temporary amendment of the Charter to increase
the authorized number of shares of the Company to 61,000,000 shares, consisting of 55,000,000 shares of common stock and 6,000,000
shares of preferred stock, and, following the consummation of the Exchange Offer, the subsequent amendment of the Charter to decrease
the authorized number of shares of the Company to 60,000,000 shares, consisting of 55,000,000 shares of common stock and 5,000,000
shares of preferred stock (such proposal, the “Common Charter Amendment Proposal”). |
Since
the Preferred Series A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Common Charter Amendment Proposal were
approved by our shareholders, we will amend the Charter to reflect the Series B Charter Amendments. In addition, since the Preferred
Series A Charter Amendment Proposal and the Common Charter Amendment Proposal were approved by our shareholders, we will amend the Charter
to reflect the Series A Charter Amendments upon the consummation of the Exchange Offer.
Continental
Stock Transfer & Trust Company, the exchange agent in connection with the Exchange Offer, has advised the Company that, as of the
Expiration Date, approximately 80% of the outstanding shares of Series A Preferred Stock had been properly tendered (and not validly
withdrawn) in the Exchange Offer.
The
Company anticipates issuing a press release to announce the final results of the Exchange Offer. The Company intends to accept all of
the shares of Series A Preferred Stock properly tendered (and not validly withdrawn) prior to the Expiration Date. The closing of the
Exchange Offer is expected to occur by June 30, 2023.
About
Regional Health Properties
Regional
Health Properties, Inc., a Georgia corporation, is a self-managed healthcare real estate investment company that invests primarily in
real estate purposed for senior living and long-term care. For more information, visit www.regionalhealthproperties.com.
Important
Cautions Regarding Forward-Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “intends,”
“believes,” “anticipates,” “plans,” “likely,” “will,” “seeks,”
“estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements.
Statements in this press release regarding the amendment of the Charter to reflect the Series A Charter Amendments and the Series B Charter
Amendments, the acceptance of the shares of Series A Preferred Stock in the Exchange Offer and the timing of the closing of the Exchange
Offer are forward-looking statements.
Forward-looking
statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially from those projected or contemplated by our forward-looking statements due to various
factors, including, among others: our dependence on the operating success of our operators; the significant amount of, and our ability
to service, our indebtedness; covenants in our debt agreements that may restrict our ability to make investments, incur additional indebtedness
and refinance indebtedness on favorable terms; the availability and cost of capital; our ability to raise capital through equity and
debt financings or through the sale of assets; increases in market interest rates and inflation; our ability to meet the continued listing
requirements of the NYSE American LLC and to maintain the listing of our securities thereon; the effect of increasing healthcare regulation
and enforcement on our operators and the dependence of our operators on reimbursement from governmental and other third-party payors;
the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of our
operators; the impact on us of litigation relating to our prior operation of our healthcare properties; the effect of our operators declaring
bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of our operators in bankruptcy to reject unexpired lease
obligations and to impede our ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security
deposits for the debtor’s obligations; our ability to find replacement operators and the impact of unforeseen costs in acquiring
new properties; epidemics or pandemics, including the COVID-19 pandemic, and the related impact on our tenants, operators and healthcare
facilities; and other factors discussed from time to time in our news releases, public statements and documents filed by us with the
SEC from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These
forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and we expressly
disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our
expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except
to the extent otherwise required by applicable law.
No
Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made, except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
Additional
Information about the Exchange Offer and Where to Find It
In
connection with the proposed Exchange Offer (the “proposed transaction”), RHE filed with the SEC a registration statement
on Form S-4 on February 14, 2023 (as amended on April 28, 2023, May 18, 2023 and May 22, 2023) that includes a proxy statement and that
also constitutes a prospectus. The registration statement was declared effective by the SEC on May 25, 2023 at 9:00 a.m., Eastern Time.
RHE filed the definitive proxy statement/prospectus (as supplemented or amended) in connection with the proposed transaction with the
SEC. RHE commenced mailing the definitive proxy statement/prospectus to shareholders on or about May 25, 2023. RHE also filed with the
SEC a joint statement on Schedule TO/13E-3 (as supplemented or amended, the “Schedule TO/13E-3”) for the proposed transaction.
RHE intends to file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the
definitive proxy statement/prospectus or registration statement or any other document that RHE may file with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO/13E-3, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RHE AND THE PROPOSED TRANSACTION. Investors and security holders
are able to obtain free copies of the registration statement, the Schedule TO/13E-3, the definitive proxy statement/prospectus and all
other documents containing important information about RHE and the proposed transaction, once such documents are filed with the SEC,
including the definitive proxy statement/prospectus, through the website maintained by the SEC at www.sec.gov. The proxy statement/prospectus
included in the registration statement and additional copies of the proxy statement/prospectus will be available for free from RHE.
Participants
in the Solicitation
RHE
and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of RHE, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in RHE’s proxy statement for its 2022 Annual Meeting of Shareholders,
which was filed with the SEC on December 30, 2022, and RHE’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on April 14, 2023. Investors may obtain additional information regarding the interests of those persons
and other persons who may be deemed participants in the proposed transaction by reading the definitive proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors
should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free
copies of these documents from RHE using the sources indicated above.
Company
Contact
Brent
Morrison
Chief
Executive Officer and President
Regional
Health Properties, Inc.
Tel
(678) 368-4402
brent.morrison@regionalhealthproperties.com
Exhibit
99.2
![](https://www.sec.gov/Archives/edgar/data/1004724/000149315223023227/ex99-2_001.jpg)
Regional
Health Properties, Inc. Announces Final Results and Closing of Exchange Offer
ATLANTA,
GA, July 3, 2023 — Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (the “Company”)
today announced the final results, and the closing, of its previously commenced offer to exchange (the “Exchange Offer”)
any and all of the Company’s outstanding 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred
Stock”) for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares (the “Series
B Preferred Stock”).
As
previously announced, the Exchange Offer expired at 11:59 p.m., New York City time, on June 27, 2023 (such time and date, the “Expiration
Date”).
Continental
Stock Transfer & Trust Company, the exchange agent in connection with the Exchange Offer, has advised the Company that, as of the
Expiration Date, 2,252,272 shares of Series A Preferred Stock had been properly tendered (and not validly withdrawn) in the Exchange
Offer, representing approximately 80.1% of the outstanding shares of Series A Preferred Stock.
All
of the shares of Series A Preferred Stock properly tendered (and not validly withdrawn) prior to the Expiration Date pursuant to the
Exchange Offer were accepted by the Company and will be retired. On June 30, 2023, in exchange for each such share of Series A
Preferred Stock, participating holders of Series A Preferred Stock received one share of Series B Preferred Stock, resulting in the issuance
of 2,252,272 shares of Series B Preferred Stock. 559,263 shares of Series A Preferred Stock did not participate in the Exchange Offer
and remain outstanding.
“For
many years, we believe the Company’s capital structure was an impediment to the Company and its equity investors. We expect the
recently approved transaction, which will reduce the liquidation preference and eliminate accumulated and unpaid Series A Preferred Stock
dividends, to reduce the overhang that inhibited the Company from taking strategic direction to maximize shareholder value,” said
Brent Morrison, the Company’s President and Chief Executive Officer.
About
Regional Health Properties
Regional
Health Properties, Inc., a Georgia corporation, is a self-managed healthcare real estate investment company that invests primarily in
real estate purposed for senior living and long-term care. For more information, visit www.regionalhealthproperties.com.
No
Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made, except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Company
Contact
Brent
Morrison
Chief
Executive Officer and President
Regional
Health Properties, Inc.
Tel
(678) 368-4402
brent.morrison@regionalhealthproperties.com
v3.23.2
Cover
|
Jun. 27, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 27, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-33135
|
Entity Registrant Name |
Regional
Health Properties, Inc.
|
Entity Central Index Key |
0001004724
|
Entity Tax Identification Number |
81-5166048
|
Entity Incorporation, State or Country Code |
GA
|
Entity Address, Address Line One |
454
Satellite Boulevard
|
Entity Address, Address Line Two |
N
|
Entity Address, Address Line Three |
Suite 100
|
Entity Address, City or Town |
Suwanee
|
Entity Address, State or Province |
GA
|
Entity Address, Postal Zip Code |
30024
|
City Area Code |
(678)
|
Local Phone Number |
869-5116
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Entity Information, Former Legal or Registered Name |
Not applicable.
|
Common Stock, no par value |
|
Title of 12(b) Security |
Common
Stock, no par value
|
Trading Symbol |
RHE
|
Security Exchange Name |
NYSEAMER
|
10.875% Series A Cumulative Redeemable Preferred Stock, no par value |
|
Title of 12(b) Security |
10.875%
Series A Cumulative Redeemable Preferred Stock, no par value
|
Trading Symbol |
RHE-PA
|
Security Exchange Name |
NYSEAMER
|
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