Regional Health Properties, Inc.Announces Filing of Listing Statement for Proposed Exchange Offer
ATLANTA – (BUSINESS WIRE) – Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) (âRHEâ or the âCompanyâ), a self-directed healthcare real estate investment company that invests primarily in real estate intended for seniors. long-term care, announced today that it has filed a registration statement on Form S-4 (the âRegistration Statementâ) with the Securities and Exchange Commission (the âSECâ) regarding its offering to proposed exchange (the ââ Exchange Offer â) all of the outstanding shares of its 10.875% cumulative redeemable preferred shares Series A (theâ Series A preferred shares â) for the newly issued common shares of the Company, without par value (the “Common Shares”), and may deposit changes therein. In exchange for each Series A Preferred Share duly deposited (and not validly withdrawn) in the exchange offer and accepted by the Company, the participating holders Series A preferred shares will receive 0.5 common shares.
In connection with the Exchange Offer, the Company will also solicit proxies from the holders of Series A Preferred Shares and holders of Common Shares to approve certain amendments to the amended and restated articles of incorporation of the Company and the related matters (the âProposalsâ). The completion of the Exchange Offer is conditional on the approval of the Proposals.
Neither the exchange offer nor the solicitation of proxies has commenced. Holders of Series A Preferred Shares should not tender their Series A Preferred Shares prior to the commencement of the Exchange Offer. If the Company initiates the Exchange Offer, the Exchange Offer will be made only by the power of attorney / prospectus forming part of the Declaration of Registration, the related letter of transmittal and certain other related documents, including the tender offer statement of the Company in Schedule TO, which the Company will file with the SEC. If the Company initiates the Exchange Offer, it will file each of the documents referenced herein with the SEC and, when available, investors will be able to obtain a free copy from the SEC on its website, www.sec.gov. The Company will send the Proxy Circular / Prospectus and related documents to holders of Series A Preferred Shares and holders of Common Shares who are eligible to participate in the Exchange Offer and authorized to vote on them. proposals, if and after the effective registration statement.
The registration statement for these securities has been filed with the SEC but has not yet become effective. These securities cannot be sold and offers to buy cannot be accepted before the entry into force of the registration statement.
About regional health properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) is the successor to AdCare Health Systems, Inc., and is a self-directed healthcare real estate investment company that invests primarily in real estate for the elderly. and long-term health care through facility rental and sublease transactions.
RHE owns, leases, manages on behalf of third parties and currently operates 24 facilities (of which 12 are owned by RHE, eight of which are leased by RHE, three of which are managed by RHE on behalf of third parties and one is leased and operated by RHE). Effective January 1, 2021, the Company began operating a previously subleased facility as a measure of portfolio stabilization.
For more information visit www.regionalhealthproperties.com.
Important Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects”, “intends”, “believes”, “anticipates”, “anticipates”, “,”. these forward-looking statements. Statements in this press release regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections regarding the future, are forward-looking statements.
Forward-looking statements, by their nature, involve estimates, projections, objectives, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those projected or anticipated by our forward-looking statements due to various factors, including, but not limited to: our dependence on the operational success of our operators; the large amount and our ability to repay our debt; restrictive covenants in our borrowing agreements which may restrict our ability to make investments, incur additional debt and refinance debt on favorable terms; the availability and cost of capital; our ability to raise capital through equity and debt financing or through the sale of assets; the effect of increased regulation and enforcement of healthcare on our operators and the dependence of our operators on reimbursement from government payers and other third parties; the relatively illiquid nature of real estate investments; the impact of litigation and the increase in insurance costs on the activity of our operators; the impact on us of litigation relating to our previous operation of our healthcare properties; the effect of our operators declaring bankruptcy, becoming insolvent or not paying rent when due; the ability of one of our bankrupt operators to reject unexpired lease obligations and hamper our ability to collect unpaid rent or interest during the duration of a bankruptcy proceeding and to hold security deposits for the bonds of the debtor; our ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; the impact of COVID-19 on our business and those of our operators, including, without limitation, the extent and duration of the COVID-19 pandemic, the increased costs incurred by our operators in this regard, and the extent to which government support may be available to our operators to offset these costs and the conditions attached thereto; and other factors discussed from time to time in our press 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 these risks, uncertainties and other factors speak only as of the date of this press release, and we expressly disclaim any obligation or commitment to update or revise any forward-looking statement contained herein, in order to to reflect any change in our expectations in this regard or any other change in the events, conditions or circumstances upon which such statement is based, except to the extent otherwise required by applicable law.
No offer or solicitation
This communication is not intended to and should not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of a vote or approval, and it does not There will be no sale of securities in a jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of section 10 of the US Securities Act of 1933, as amended.
Additional information about the exchange offer and where to find it
In connection with the proposed transaction, RHE filed with the SEC a registration statement on Form S-4 on June 1, 2021, which includes a preliminary proxy statement and which also constitutes a preliminary prospectus. RHE intends to file other relevant documents with the SEC relating to the proposed transaction, including the Management Proxy Circular / Final Prospectus. The information contained in the Proxy Circular / Preliminary Prospectus is not complete and is subject to change. This document does not replace the Proxy Circular / Preliminary Prospectus or Registration Statement or any other document that RHE may file with the SEC. The proxy circular / final prospectus (if and when available) will be mailed to RHE shareholders. INVESTORS AND HOLDERS OF SECURITIES ARE INVITED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT / PRELIMINARY PROSPECTUS, THE FINAL PROXY STATEMENT / PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENT DEPOSIT. SEC, AS WELL AS SUPPLEMENTARY AMENDMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RHE AND THE PROPOSED TRANSACTION. Investors and security holders can obtain free copies of the registration statement, proxy statement / preliminary prospectus and all other documents containing important information about RHE and the proposed transaction, once these documents are filed with the SEC, including the proxy statement / final prospectus. if and when it becomes available, through the website maintained by the SEC at http://www.sec.gov. The proxy / prospectus included in the registration statement and additional copies of the proxy / prospectus will be available free of charge from RHE.
Participants in the call for tenders
RHE and certain of its directors and executive officers may be considered participants in the proxy solicitation in respect of the proposed transaction. Information about the directors and officers of RHE, including a description of their direct or indirect interests, by title or otherwise, is set out in RHE’s proxy circular for its 2020 annual meeting of shareholders, which has been filed with the SEC on November 5. , 2020, and RHE’s annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 29, 2021. Investors may obtain additional information regarding the interests of these persons and others who may be considered participants in the proposed transaction by reading the Management Proxy Circular / Preliminary Prospectus, including any amendments thereto, as well as the Proxy Circular / Final Prospectus if and when it will be available and other relevant documents to file with the SEC regarding the proposed transaction when these materials become available. Investors should carefully read the registration statement, proxy statement / preliminary prospectus and proxy statement / final prospectus, if and when they become available, before making any voting or investment decisions. You can obtain free copies of these documents from RHE using the sources listed above.