Regional Health Properties, Inc. Announces Shareholder Approval of Special Meeting Proposals, Satisfaction of All Conditions to Exchange Offer and Preliminary Results of Exchange Offer

ATLANTA, GA, June 28, 2023 (GLOBE NEWSWIRE) -- 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 In exchange for each share of Series A Preferred Stock properly tendered (and not validly withdrawn) prior to 11:59 p.m., New York City time, on June 27, 2023 (such time and date, the “Expiration Date”) and accepted by the Company, participating holders of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.