Regional Health Properties Inc (RHEPB)

[Enterprising Investor]

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 [phone] for banks and brokers (collect) and [phone] 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.

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