Regional Health Properties sees 80% participation in exchange offer

Chicago, June 28 – Regional Health Properties, Inc. reported that approximately 80% of shareholders of the company’s 2,811,535 outstanding shares of its 10.875% series A cumulative redeemable preferred shares (Cusip: 75903M200) are participating in the exchange offer that started on May 25, according to a press release.

The company is offering to trade the series A shares for newly issued shares of 12.5% series B cumulative redeemable preferred shares.

The offer expired at 11:59 p.m. ET on June 27.

As conditions to the exchange offer, the company was separately requesting that holders of the series A preferreds vote to approve an amendment of its amended and restated articles of incorporation.

Regional Health announced that all conditions have been satisfied by the offer’s end.

The amendments involve the following: reducing the liquidation preference of the series A preferreds to $5.00 per share; eliminating accumulated dividends on the series A preferreds; eliminating future dividends on the series A preferreds; eliminating penalty events and the right of holders to elect directors upon the occurrence of a penalty event; reducing the redemption price of the series A preferreds in the event of an optional redemption to $5.00 per share; reducing the redemption price of the series A preferreds in the event of a change of control to $5.00 per share; and changing the voting rights of holders when voting as a single class with any other class or series of stock to one vote per $5.00 liquidation preference.

The series A preferreds (NYSE American: RHE-PA) had a reported sales price of $4.74 per share on May 23.

The company expects to list the series B preferreds on NYSE American under the ticker symbol “RHEPrB.”

There will be a press release announcing the final results.

The closing of the exchange offer is expected to occur on June 30.

The proxy solicitor and information agent is Morrow Sodali LLC (800 662-5200 or 203 658-9400 for banks and brokers; RHE@investor.morrowsodali.com).

The Suwanee, Ga.-based company is a self-managed health care real estate investment company investing primarily in real estate purposed for senior living and long-term health care.

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