Regional
Health Properties, Inc.
(NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the
“Company”) announced today that it has commenced an offer to
exchange (the “Exchange Offer”) any and all of its 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”).
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Stock properly tendered (and not validly withdrawn) prior to 11:59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, as
the same may be extended, 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
will expire on the Expiration Date, unless extended or earlier
terminated by the Company.
In connection with the Exchange Offer, the
Company is also soliciting proxies for use at its special meeting
(the “Special Meeting”) of the holders of Series A Preferred Stock
and the holders of the Company’s common stock (the “Common Stock”)
and Series E Redeemable Preferred Shares (the “Series E Preferred
Stock”) to approve certain amendments to the Company’s Amended and
Restated Articles of Incorporation and related matters (the
“Proposals”). Consummation of the Exchange Offer is conditioned on
the approval of the Proposals.
Morrow Sodali LLC is acting as the Information
Agent in connection with the Exchange Offer and as the Proxy
Solicitor in connection with the Special Meeting, and Continental
Stock Transfer & Trust Company, our transfer agent, is acting
as the Exchange Agent in connection with the Exchange Offer.
The complete terms and conditions of the
Exchange Offer are set forth in the Proxy Statement/Prospectus (as
it may be supplemented and amended from time to time, the “Proxy
Statement/Prospectus”) and the related Letter of Transmittal (the
“Letter of Transmittal”) that are filed with the U.S.
Securities and Exchange Commission (the “SEC”) under cover of
Schedule TO/13E-3 and are being sent to holders of Series A
Preferred Stock and holders of Common Stock and Series E Preferred
Stock, as applicable. The Proxy Statement/Prospectus and the notice
of the Special Meeting are being mailed to holders of record of
Series A Preferred Stock and holders of record of Common Stock and
Series E Preferred Stock as of the close of business on May 11,
2023 beginning on or about May 25, 2023. You may obtain free copies
of the Proxy Statement/Prospectus, the related Letter of
Transmittal and all other documents containing important
information about RHE and the Exchange Offer through
the SEC’s website at www.sec.gov or by contacting
the Information Agent and Proxy Solicitor, Morrow Sodali LLC, at
(203) 658-9400 for banks and brokers (collect) and (800) 662-5200
for all other callers (toll free). You will not be charged for any
of these documents that you request.
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 terms
and timing 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 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 ContactBrent MorrisonChief Executive
Officer and PresidentRegional Health Properties, Inc.Tel (678)
368-4402brent.morrison@regionalhealthproperties.com
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