Regional Health Properties, Inc. Announces Special Meeting Results and Termination of Exchange Offer
26 July 2022 - 7:22AM
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220725005736/en/
Company Contact Brent Morrison Chief Executive Officer
and President Regional Health Properties, Inc. Tel (678) 368-4402
brent.morrison@regionalhealthproperties.com Investor
Relations Brett Maas Managing Partner Hayden IR Tel (646)
536-7331 brett@haydenir.com
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