Regional Health Properties, Inc. Announces Commencement of Exchange Offer for All Outstanding Shares of its Series A Preferred Stock

ATLANTA, GA, May 25, 2023 (GLOBE NEWSWIRE) -- Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) (“RHE” or the “Company”) announced today that it has commenced an offer to exchange (the “Exchange Offer”) any and all of its 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”).

In exchange for each share of Series A Preferred Stock properly tendered (and not validly withdrawn) prior to 11:59 p.m., New York City time, on June 27, 2023 (such time and date, as the same may be extended, the “Expiration Date”) and accepted by the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 will expire on the Expiration Date, unless extended or earlier terminated by the Company.

In connection with the Exchange Offer, the Company is also soliciting proxies for use at its special meeting (the “Special Meeting”) of the holders of 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 approve certain amendments to the Company’s Amended and Restated Articles of Incorporation and related matters (the “Proposals”). Consummation of the Exchange Offer is conditioned on the approval of the Proposals.

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 are being 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 are being 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 [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.