Enterprising Investor
1 year ago
Regional Health Properties, Inc. Announces Final Results and Closing of Exchange Offer (7/03/23)
ATLANTA, GA, July 03, 2023 (GLOBE NEWSWIRE) -- 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as of the Expiration Date, 2,252,272 shares of Series A Preferred Stock had been properly tendered (and not validly withdrawn) in the Exchange Offer, representing approximately 80.1% of the outstanding shares of Series A Preferred Stock.
All of the shares of Series A Preferred Stock properly tendered (and not validly withdrawn) prior to the Expiration Date pursuant to the Exchange Offer were accepted by the Company and will be retired.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.
https://www.globenewswire.com/news-release/2023/07/03/2698505/0/en/Regional-Health-Properties-Inc-Announces-Final-Results-and-Closing-of-Exchange-Offer.html
Enterprising Investor
1 year ago
Regional Health Properties, Inc. Announces Shareholder Approval of Special Meeting Proposals, Satisfaction of All Conditions to Exchange Offer and Preliminary Results of Exchange Offer (6/28/23)
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.
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.
https://www.globenewswire.com/news-release/2023/06/28/2696130/0/en/Regional-Health-Properties-Inc-Announces-Shareholder-Approval-of-Special-Meeting-Proposals-Satisfaction-of-All-Conditions-to-Exchange-Offer-and-Preliminary-Results-of-Exchange-Offe.html
Enterprising Investor
1 year ago
Regional Health Properties, Inc. Reminds Shareholders of Upcoming Special Meeting and Encourages Shareholders to Vote (6/21/23)
ATLANTA, GA, June 21, 2023 (GLOBE NEWSWIRE) -- Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the “Company”) reminds its shareholders to vote at the upcoming special meeting (the “Special Meeting”) of the holders of the Company’s 10.875% Series A Cumulative Redeemable Preferred Shares (the “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 be held on Tuesday, June 27, 2023 at 10:00 a.m., Eastern Time, at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia.
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.
In addition, Charles Frischer, a holder of 17.1% of the Series A Preferred Stock, has indicated that he has elected to support the Exchange Offer.
THE BOARD OF DIRECTORS URGES YOU TO EXERCISE YOUR RIGHT TO VOTE TODAY.
If your shares of Series A Preferred Stock are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to participate in the Exchange Offer, you should contact that registered holder promptly and instruct such holder to tender your shares of Series A Preferred Stock on your behalf. If you are a Depository Trust Company (“DTC”) participant, you may electronically transmit your acceptance through DTC’s Automated Tender Offer Program. Please see the Proxy Statement/Prospectus relating to the Exchange Offer (as it may be supplemented and amended from time to time, the “Proxy Statement/Prospectus”) for more information.
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 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 were 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 were 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.
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.
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 Contact
Brent Morrison
Chief Executive Officer and President
Regional Health Properties, Inc.
Tel (678) 368-4402
brent.morrison@regionalhealthproperties.com
https://www.globenewswire.com/news-release/2023/06/21/2692536/0/en/Regional-Health-Properties-Inc-Reminds-Shareholders-of-Upcoming-Special-Meeting-and-Encourages-Shareholders-to-Vote.html
Enterprising Investor
2 years ago
Regional Health Properties, Inc. Announces Distribution of Series E Preferred Stock to Holders of its Common Stock (2/17/23)
ATLANTA, GA, Feb. 17, 2023 (GLOBE NEWSWIRE) -- Regional Health Properties, Inc. (“RHE,” the “Company,” “we,” “us” or “our”) (NYSE American: RHE) (NYSE American: RHE-PA) announced today that its Board of Directors declared a dividend of one one-thousandth (1/1,000th) of a share of the Company’s newly-designated Series E Redeemable Preferred Shares, no par value per share (the “Series E Preferred Stock”), for each outstanding share of the Company’s common stock (“Common Stock”), payable on February 28, 2023 to shareholders of record as of 5:00 p.m. Eastern Time on February 27, 2023. The outstanding shares of Series E Preferred Stock will vote together with the outstanding shares of Common Stock, as a single class, exclusively with respect to (a) any proposal submitted to holders of Common Stock to amend the Company’s Amended and Restated Articles of Incorporation to (i) make certain changes to the terms of the Company’s 10.875% Series A Cumulative Redeemable Preferred Shares and (ii) temporarily increase the authorized number of shares of the Company (including the authorized shares of the Company’s preferred stock) (the “Charter Amendment Proposal”), and (b) any proposal to adjourn any meeting of shareholders called for the purpose of voting on the Charter Amendment Proposal, and will not be entitled to vote on any other matter, except to the extent required under the Georgia Business Corporation Code. Subject to certain limitations, each outstanding share of Series E Preferred Stock will have 1,000,000 votes per share (or 1,000 votes per one one-thousandth of a share of Series E Preferred Stock).
All shares of Series E Preferred Stock that are not present in person or by proxy at any meeting of shareholders held to vote on the above-described proposals as of immediately prior to the opening of the polls on the Charter Amendment Proposal at such meeting will automatically be redeemed by the Company. Any outstanding shares of Series E Preferred Stock that have not been so redeemed will be redeemed if such redemption is ordered by the Company’s Board of Directors or automatically upon the approval by the Company’s shareholders of the Charter Amendment Proposal.
The Series E Preferred Stock will be uncertificated, and no shares of Series E Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of Common Stock held by such holder. In that case, a number of one one-thousandths of a share of Series E Preferred Stock equal to the number of shares of Common Stock to be transferred by such holder will be automatically transferred to the transferee of such shares of Common Stock.
Further details regarding the Series E Preferred Stock will be contained in a report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).
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 that includes a preliminary proxy statement and that also constitutes a preliminary prospectus. RHE also filed with the SEC a joint statement on Schedule TO/13E-3 (the “Schedule TO/13E-3”) for the proposed transaction. RHE intends to file other relevant documents with the SEC regarding the proposed transaction, including the definitive proxy statement/prospectus. The information in the preliminary proxy statement/prospectus is not complete and may be changed. This document is not a substitute for the preliminary proxy statement/prospectus or registration statement or any other document that RHE may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of RHE. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO/13E-3, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE 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 preliminary 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 if and when it becomes available, 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, 2021, which was filed with the SEC on February 22, 2022. 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 preliminary proxy statement/prospectus, including any amendments thereto, as well as the definitive proxy statement/prospectus if and when it becomes available and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the registration statement, the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus, if and when it becomes available, carefully before making any voting or investment decisions. You may obtain free copies of these documents from RHE using the sources indicated above.
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.
https://www.globenewswire.com/en/news-release/2023/02/17/2610973/0/en/Regional-Health-Properties-Inc-Announces-Distribution-of-Series-E-Preferred-Stock-to-Holders-of-its-Common-Stock.html
Enterprising Investor
2 years ago
Entry into a Material Definitive Agreement.(1/09/23)
On December 30, 2022, Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (the “Company”), ADK Georgia, LLC, a subsidiary of the Company (“Tenant”), and Spring Valley, LLC (“Landlord”) entered into a Lease Termination Agreement (the “Lease Termination Agreement”) relating to the lease (the “Lease”) of the following eight nursing facilities: the Powder Springs facility, the Thomasville facility, the Jeffersonville facility, the Lumber City facility, the LaGrange facility, the Tara facility, the Oceanside facility and the Savannah Beach facility (collectively, the “Facilities”). The Lease Termination Agreement provides that the Lease was terminated effective as of December 7, 2022 (the “Lease Termination Date”). In connection with the foregoing, Tenant entered into certain Operations Transfer Agreements (the “Operations Transfer Agreements”) with each of TV Thomasville LLC, LC Lumber City LLC, LG Lagrange LLC and TB Thunderbolt LLC (the “New Operators”), each with an effective date as of the Lease Termination Date. The Operations Transfer Agreements contain market industry terms.
Pursuant to the Lease Termination Agreement, (a) Landlord forgave all past due and current rent, late penalties, and additional rent for taxes due under the Lease as of the Lease Termination Date, as well as all accrued and unpaid interest and unpaid principal under the Promissory Note dated September 30, 2022, (b) Tenant and the Company remain liable to Landlord for any nursing home provider fees owed to the State of Georgia arising on or before the Lease Termination Date (“Unpaid Provider Fees”), (c) to fund any reimbursement for Unpaid Provider Fees, Tenant agreed to enter into a Promissory Note with a line of credit feature in favor of Landlord in the principal sum of $2,700,000 bearing an interest rate of 6.25%, payable monthly over 24 months, secured by Tenant’s accounts receivables associated with the facilities and earned prior to the Lease Termination Date, and guaranteed by the Company, and (d) except as set forth in the Lease Termination Agreement, Landlord, Tenant and the Company agreed to a release of claims. As consideration for Landlord’s agreement to enter into the Lease Termination Agreement and accelerate the expiration date of the term of the Lease, Tenant and its affiliates, including the Company, agreed to cooperate with Landlord and any third parties, including the New Operators, to continue the operation of and transfer the ownership of the Facilities with an effective date as of the Lease Termination Date.
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001004724/000095017023000374/rhe-20221230.htm
Enterprising Investor
2 years ago
Regional Health Properties, Inc. Announces Special Meeting Results and Termination of Exchange Offer (7/25/22)
ATLANTA--(BUSINESS WIRE)--Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the “Company”), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, 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 holders of its common stock, no par value (the “Common Stock”), on July 25, 2022.
The Preferred Series A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Adjournment Proposal (each as defined and described in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on February 28, 2022 (as it may be supplemented or amended from time to time, the “Proxy Statement/Prospectus”)) were approved by the requisite votes of the applicable shareholders of the Company. The Common Charter Amendment Proposal (as defined and described in the Proxy Statement/Prospectus) was not approved by the requisite vote of the holders of Common Stock. The Preferred Series A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Common Charter Amendment Proposal were not implemented as a result of the failure to obtain the requisite shareholder approval for the Common Charter Amendment Proposal. Therefore, the Company’s Amended and Restated Articles of Incorporation will not be amended to reflect the Series A Charter Amendments or the Series B Charter Amendments (each as defined and described in the Proxy Statement/Prospectus).
As previously announced, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares. The Exchange Offer was set to expire at 5:00 p.m., New York City time, on July 25, 2022 (such time and date, the “Expiration Date”). Prior to the Expiration Date, the Company elected to terminate the Exchange Offer, as a result of the failure to obtain the requisite shareholder approval for the Common Charter Amendment Proposal, which was a condition to the closing of the Exchange Offer that could not be waived. No shares of Series A Preferred Stock tendered in the Exchange Offer will be accepted for exchange, and the shares of Series A Preferred Stock previously tendered in the Exchange Offer will be promptly returned to the tendering holders. No consideration will be paid or become payable to holders who have properly tendered their shares of Series A Preferred Stock in the Exchange Offer. No shares of Series B Preferred Stock will be created, designated or issued. In addition, the shares of Series A Preferred Stock will remain outstanding, with no change to the terms and provisions of the Series A Preferred Stock.
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) is the successor to AdCare Health Systems, Inc., and is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions, and operation of such real estate when required.
The Company currently owns, leases, manages for third parties, and operates, 24 facilities. The Company: (i) leased 10 skilled nursing facilities (“SNFs”) (which the Company owns); (ii) subleased eight SNFs (which the Company leases) to third-party tenants; (iii) operated one SNF, as of January 1, 2021, previously subleased (which the Company leases); (iv) leased two assisted living facilities (which the Company owns) to third-party tenants; and (v) managed, on behalf of third-party owners, two SNFs and one independent living facility.
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 U.S. Securities Act of 1933, as amended.
https://www.businesswire.com/news/home/20220725005736/en/
Stockminder
3 years ago
"Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2022, Regional Health Properties, Inc., a Georgia corporation (the “Company” or “RHE”), 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, no par value (the “Common 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 (the “SEC”) on February 28, 2022 (as it may be supplemented or amended from time to time, 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.
Below is a summary of the proposal that was submitted to the holders of Series A Preferred Stock and the holders of Common Stock for approval at the Special Meeting and a tabulation of the votes with respect to such proposal.
Adjournment Proposal
The holders of Series A Preferred Stock and the holders of Common 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 (as defined in the Proxy Statement/Prospectus) (the “Adjournment Proposal”). The Special Meeting will be adjourned to, and reconvene at, Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia, on Tuesday, May 31, 2022 at 10:00 a.m., Eastern Time. The voting results were as follows:
For 2,469,341
Against 210,750
Abstentions 31,938
Broker Non-Votes --
Item 7.01Regulation FD Disclosure.
On May 3, 2022, the Company issued a press release announcing the convening and adjournment of the Special Meeting, the information for the reconvened Special Meeting and the extension 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.
The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 (the “Securities Act”), except to the extent expressly set forth by specific reference in any such filings.
Item 8.01Other Events.
Special Meeting
On May 2, 2022, the Company convened the Special Meeting. The Company announced, during the Special Meeting and prior to adjournment of the Special Meeting, that the Special Meeting will be reconvened on Tuesday, May 31, 2022 at 10:00 a.m., Eastern Time, at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia. The record date for determination of the holders of Series A Preferred Stock and the holders of Common Stock entitled to notice of, and to vote at, the reconvened Special Meeting remains the close of business on February 24, 2022. The Company adjourned the Special Meeting pursuant to the Adjournment Proposal.
Any proxies previously submitted by the holders of Series A Preferred Stock and the holders of Common Stock with respect to the Special Meeting convened and adjourned on May 2, 2022 will continue to be counted. Such holders need not submit a new proxy in order for their votes to be counted. The holders of Series A Preferred Stock and the holders of Common Stock may revoke their proxies as set forth in the Proxy Statement/Prospectus.
Exchange Offer
On May 3, 2022, the Company announced that it is extending the expiration date for the Exchange Offer from 5:00 p.m., New York City time, on May 2, 2022 to 5:00 p.m., New York City time, on May 31, 2022 to allow additional time for the holders of Series A Preferred Stock to tender their shares of Series A Preferred Stock in the Exchange Offer."
https://ih.advfn.com/stock-market/AMEX/regional-health-properties-RHE/stock-news/87995264/filing-of-certain-prospectuses-and-communications
Enterprising Investor
3 years ago
Regional Health Properties, Inc. Announces Convening and Adjournment of Special Meeting, Information for Reconvened Special Meeting and Extension of Exchange Offer (3/29/22)
ATLANTA--(BUSINESS WIRE)--Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the “Company”), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, 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 holders of its common stock, no par value (the “Common Stock”), on March 28, 2022. At the Special Meeting, the holders of Series A Preferred Stock and the holders of Common 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 (as defined in the Proxy Statement/Prospectus (as defined herein), and the Special Meeting was adjourned.
The Special Meeting will be reconvened on Monday, May 2, 2022 at 10:00 a.m., Eastern Time, at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia. The record date for determination of the holders of Series A Preferred Stock and the holders of Common Stock entitled to notice of, and to vote at, the reconvened Special Meeting remains the close of business on February 24, 2022.
Any proxies previously submitted by the holders of Series A Preferred Stock and the holders of Common Stock with respect to the Special Meeting convened and adjourned on March 28, 2022 will continue to be counted. Such holders need not submit a new proxy for their votes to be counted. The holders of Series A Preferred Stock and the holders of Common Stock may revoke their proxies as set forth in the Proxy Statement/Prospectus.
As previously announced, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares. The Company is extending the expiration date for the Exchange Offer from 11:59 p.m., New York City time, on March 28, 2022 to 5:00 p.m., New York City time, on May 2, 2022 to allow additional time for the holders of Series A Preferred Stock to tender their shares of Series A Preferred Stock in the Exchange Offer. As of 11:59 p.m., New York City time, on March 28, 2022, 1,945,379 shares of Series A Preferred Stock had been properly tendered (and not validly withdrawn) in the Exchange Offer.
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 were sent to holders of the existing Series A Preferred Stock and Common Stock, as applicable. The Proxy Statement/Prospectus and the notice of the Special Meeting were mailed to holders of record of Series A Preferred Stock and holders of record of Common Stock as of the close of business on February 24, 2022 beginning on or about February 28, 2022. 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. (NYSE American: RHE) (NYSE American: RHE-PA) is the successor to AdCare Health Systems, Inc., and is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions, and operation of such real estate when required.
The Company currently owns, leases, manages for third parties, and operates, 24 facilities. The Company: (i) leased 10 skilled nursing facilities (“SNFs”) (which the Company owns); (ii) subleased eight SNFs (which the Company leases) to third-party tenants; (iii) operated one SNF, as of January 1, 2021, previously subleased (which the Company leases); (iv) leased two assisted living facilities (which the Company owns) to third-party tenants; and (v) managed, on behalf of third-party owners, two SNFs and one independent living facility.
https://www.businesswire.com/news/home/20220328005882/en/
Stockminder
3 years ago
12.5% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
(q) “Dividend Periods” shall mean quarterly dividend periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period; provided, however, that the initial Dividend Period shall commence on and include April 1, 2026 and shall end on and include the day preceding the first day of the next succeeding Dividend Period. For the avoidance of doubt, no dividends shall be paid or accrue prior to the initial Divided Period.
(bb) “Liquidation Preference” shall mean, with respect to the Series B Preferred Shares, (i) from and including the Issue Date to, but excluding, the date that is 18 months after the Issue Date, $10.00 per Series B Preferred Share, (ii) from and including the date that is 18 months after the Issue Date to, but excluding, the date that is 24 months after the Issue Date, $11.00 per Series B Preferred Share, (iii) from and including the date that is 24 months after the Issue Date to, but excluding, the date that is 36 months after the Issue Date, $12.50 per Series B Preferred Share, (iv) from and including the date that is 36 months after the Issue Date to, but excluding, the date that is 48 months after the Issue Date, $14.50 per Series B Preferred Share and (v) from and including the date that is 48 months after the Issue Date, $25.00 per Series B Preferred Share, plus, in the case of this clause (v) only, an amount in cash equal to all accumulated accrued and unpaid dividends thereon (whether or not earned or declared) to, but excluding, the Call Date or the date of final distribution to such holders, as applicable, without interest; provided, however, that the Liquidation Preference for the Final Series B Preferred Shares shall be $5.00 per Final Series B Preferred Share
10.3 Dividends.
(a) Beginning on April 1, 2026, holders of issued and outstanding Series B Preferred Shares shall be entitled to receive, when, as and if approved by the Board of Directors out of funds of the Corporation legally available for the payment of distributions and declared by the corporation, cumulative preferential dividends at a rate per annum equal to the Dividend Rate of the Liquidation Preference of the Series B Preferred Shares in effect on the first calendar day of the applicable Dividend Period (subject to paragraph (b) of Section 10.3). Dividends shall be paid in cash. Dividends shall accrue and accumulate on each issued and outstanding share of the Series B Preferred Shares on a daily basis from April 1, 2026, and shall be payable quarterly in equal amounts in arrears on the last calendar day of each Dividend Period (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day, then the dividend that would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Any dividend payable on the Series B Preferred Shares for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the tenth day preceding the applicable Dividend Payment Date, or such other date designated by the Board of Directors or an officer of the Corporation duly authorized by the Board of Directors for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a “Dividend Record Date”).
(b) In the event that there are more than 200,000 Series B Preferred Shares outstanding on the first calendar day of a Dividend Period and 200,000 or fewer Series B Preferred Shares outstanding on the last calendar day of such Dividend Period, the dividends for such Dividend Period shall be calculated as the sum of (i) (A) the number of days during the Dividend Period during which there are more than 200,000 Series B Preferred Shares outstanding divided by 90 multiplied by (B) the quarterly Dividend Rate multiplied by (C) the Liquidation Preference per Series B Preferred Share on the first calendar day of such Dividend Period and (ii) (A) the number of days during the Dividend Period during which there are 200,000 or fewer Series B Preferred Shares outstanding divided by 90 multiplied by (B) the quarterly Dividend Rate multiplied by (C) $5.00 per Series B Preferred Share.
https://www.cstproxy.com/regionalhealthproperties/2022/proxy/images/Regional_Health_Properties-SMProxy2022.pdf
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