M&A - REGIONAL HEALTH PROPERTIES, INC

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000164117225011480

Filing Summary: Regional Health Properties, Inc. has reported that the Committee for Review of the NYSE American notified them of a unanimous decision to affirm the Panel's determination to initiate delisting proceedings for their common stock and Series A Redeemable Preferred Shares. This decision follows a failure to regain compliance with listing standards by the end of the allotted 18-month period. Although trading has been suspended, the securities remain listed pending completion of procedures. Regional is reaffirming its commitment to the merger with SunLink Health Systems, Inc., with efforts ongoing to finalize the transaction. A Registration Statement will be filed with the SEC including a joint proxy statement/prospectus, and shareholders of both companies will be asked to consider the proposed merger. There are significant risks and uncertainties associated with completing the merger, regulatory approvals, and the integration of business operations.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011469

Filing Summary: Regional Health Properties, Inc. received notice on May 13, 2025, from the Committee for Review of NYSE American LLC that delisting proceedings for its common stock and Series A Redeemable Preferred Shares have been initiated due to failure to comply with continued listing standards. Despite this, the securities remain listed, though trading has been suspended. The company is reaffirming its commitment to a merger with SunLink Health Systems, Inc., indicating ongoing efforts to finalize the transaction. A Registration Statement on Form S-4 will be filed with the SEC for the proposed merger, containing a joint proxy statement/prospectus for the shareholders of both companies.

Form Type: S-4

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000114036125017342

Filing Summary: On April 14, 2025, Regional Health Properties, Inc. ("Regional") and SunLink Health Systems, Inc. ("SunLink") entered into an Amended and Restated Agreement and Plan of Merger. The proposed merger involves Regional acquiring SunLink through the merger of SunLink with and into Regional, with Regional as the surviving corporation. Shareholders of both companies are to hold special meetings to vote on the merger, requiring approval from the majority of shares. The merger consideration will include 1.1330 shares of Regional common stock and one share of Regional Series D Preferred Stock for every five shares of SunLink common stock, subject to adjustments based on cash surplus and anti-dilution provisions. No fractional shares will be issued; instead, cash will be paid for any fractional shares. The final number of shares issued based on the merger will depend on various factors, including the closing market price of Regional common stock at the time of the merger. Approval of the merger proposal is necessary for completion, along with associated share issuance proposals. The document details the expected timeline and conditions surrounding the merger's execution, including requirements for both companies' boards and shareholders to respond favorably to the proposals during their respective meetings.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000164117225004706

Filing Summary: On April 15, 2025, Regional Health Properties, Inc. and SunLink Health Systems, Inc. announced the execution of an Amended and Restated Agreement and Plan of Merger, dated April 14, 2025. This agreement states that SunLink will merge with and into Regional, with Regional remaining as the surviving entity. The proposed merger will be submitted to the shareholders of both companies for their approval. Regional will file a Registration Statement on Form S-4 with the SEC, which will include a joint proxy statement/prospectus concerning the merger. Shareholders are urged to read the registration documents once available, as they will contain important information regarding the merger and related financial implications.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000164117225004705

Filing Summary: On April 15, 2025, Regional Health Properties, Inc. and SunLink Health Systems, Inc. announced the execution of an Amended and Restated Agreement and Plan of Merger, dated April 14, 2025. According to the terms of the agreement, SunLink will merge with and into Regional Health Properties, with Regional continuing as the surviving entity. The proposed merger will be reviewed by both companies' shareholders and requires approval of the Registration Statement on Form S-4 to be filed with the SEC, which includes a joint proxy statement/prospectus detailing the merger. Regional's securities were temporarily suspended from trading on the NYSE American and have begun trading on the OTCQB under new symbols. Investors are encouraged to read the forthcoming joint proxy statement/prospectus and related filings with the SEC for crucial information regarding the merger.

Form Type: 425

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000149315225005422

Filing Summary: On February 3, 2025, the NYSE Regulation publicly announced that it would begin the delisting process for Regional Health Properties, Inc. (Regional) and its Series A Redeemable Preferred Shares due to non-compliance with listing standards. Despite this, the common stock remains temporarily listed while trading is suspended. Regional requested a hearing on the delisting decision, which was held on January 30, 2025, but the Panel affirmed the delisting decision based on presented evidence. Additionally, the proposed merger with SunLink Health Systems, Inc. was highlighted, which will include a Registration Statement filed with the SEC, inviting shareholder votes. The announcement urges investors to read all relevant documents related to the merger, which will contain essential information. The document concludes with a cautionary note on forward-looking statements regarding the merger's potential outcomes and the associated risks.

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000149315225005419

Filing Summary: Regional Health Properties, Inc. has filed a Current Report on Form 8-K regarding delisting proceedings initiated by NYSE American for the company's common stock and series A preferred shares. The NYSE Regulation determined that the company failed to comply with continued listing standards, leading to a hearing conducted on January 30, 2025. On February 3, 2025, the NYSE American Panel affirmed the decision to delist the Securities. In conjunction with this, Regional announced a proposed merger with SunLink Health Systems, Inc., which will be subject to approval from both companies' shareholders. A Registration Statement on Form S-4 will be filed with the SEC to provide further details regarding the merger, including a joint proxy statement/prospectus. Although trading of the Securities is currently suspended, they will be expected to trade on the over-the-counter market. Regional is currently considering whether to appeal the delisting decision to the full Committee of the NYSE American.

Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000149315225004264

Filing Summary: On January 29, 2025, the board of directors of Regional Health Properties, Inc. declared a dividend to holders of its 12.5% Series B Cumulative Redeemable Preferred Shares, consisting of 250,000 shares of common stock to be paid on February 19, 2025. The dividend is based on ownership of Series B Preferred Stock as of February 10, 2025. Additionally, on January 30, 2025, a press release was issued regarding the dividend. Moreover, the document highlights a proposed merger between Regional Health Properties, Inc. and SunLink Health Systems, Inc., which will require shareholder approval and involves the filing of a Registration Statement on Form S-4 with the SEC for a joint proxy statement/prospectus.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000149315225004258

Filing Summary: On January 29, 2025, the board of directors of Regional Health Properties, Inc. declared a dividend of 250,000 shares of Common Stock to the holders of its 12.5% Series B Cumulative Redeemable Preferred Shares. This dividend will be paid on or about February 19, 2025, to holders of record as of February 10, 2025. The dividend payment is mandated by the company’s Amended and Restated Articles of Incorporation. Additionally, a press release regarding the dividend was issued on January 30, 2025. The document also announces a proposed merger with SunLink Health Systems, Inc., which will require the approval of shareholders from both companies. A Registration Statement on Form S-4 will be filed with the SEC to include a joint proxy statement/prospectus for both companies.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000149315225002807

Filing Summary: On January 17, 2025, Regional Health Properties, Inc. filed a Current Report on Form 8-K to disclose the proposed merger between Regional Health Properties, Inc. and SunLink Health Systems, Inc. The merger will result in SunLink merging into Regional, with Regional as the surviving entity. The arrangement will be presented to shareholders of both companies for approval, and a Registration Statement on Form S-4 will be filed with the SEC, which will include a joint proxy statement/prospectus. Furthermore, the document outlines the resignation of Chief Accounting Officer Heather L. Pittard effective February 15, 2025, with Paul J. O’Sullivan set to resume the responsibilities of the principal accounting officer upon her departure. The filing also includes updates from the 2024 Annual Meeting of Shareholders held on January 14, 2025, including the election of directors and ratification of accounting firm appointments.

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000149315225002802

Filing Summary: On January 14, 2025, Regional Health Properties, Inc. filed Form 8-K reporting a proposed merger with SunLink Health Systems, Inc. Regional will survive the merger. The merger agreement will be submitted to both Regional and SunLink shareholders for consideration. A Registration Statement on Form S-4 will be filed with the SEC that will comprise a joint proxy statement/prospectus along with other relevant documents regarding the merger. Additionally, the company reported on the resignation of Heather L. Pittard, the Chief Accounting Officer, effective February 15, 2025, to pursue other opportunities. Paul J. O’Sullivan will reassume those responsibilities. The annual meeting of shareholders was held on January 14, 2025, where director nominees were elected and independent auditors appointed. The document indicates significant forward-looking statements regarding the merger and associated risks and uncertainties.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000149315225001708

Filing Summary: On January 3, 2025, Regional Health Properties, Inc. signed an Agreement and Plan of Merger with SunLink Health Systems, Inc., facilitating the merger where SunLink will merge into Regional, with Regional as the surviving entity. Each five shares of SunLink common stock will be exchanged for one share of Regional common stock and one share of new Regional Series D Preferred Stock, subject to adjustments. The Merger requires approval from both companies' shareholders and is contingent on customary closing conditions including regulatory approvals and the effectiveness of a related Registration Statement. The board of directors' structure post-merger will include three designated directors from each company along with certain other provisions related to special dividends and employment agreements for key executives. The document outlines the establishment of a new Series D Preferred Stock with specific rights and conditions, including dividend entitlements and conversion rights into common stock. Additionally, Amended Employment Agreements for Regional's executives Brent S. Morrison and Robert M. Thornton are anticipated, specifying base salaries, performance bonuses, and severance terms, among other provisions.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000149315225001706

Filing Summary: On January 3, 2025, Regional Health Properties, Inc. entered into an Agreement and Plan of Merger with SunLink Health Systems, Inc., wherein SunLink will be merged with Regional, with Regional as the surviving entity. Each five shares of SunLink’s common stock will convert into one share of Regional common stock and one share of Regional Series D Preferred Stock. The merger's completion is contingent upon approvals from both companies' shareholders and certain customary closing conditions. Additionally, Regional will establish new Series D Preferred Stock as part of this transaction, which includes specific rights and conversion terms. The merger also involves amendments to employment agreements for executives of both companies and includes support and lock-up agreements with key shareholders. Regional's board will have representation from both companies following the merger, and the new arrangement anticipates potential changes in the company structure and stock share distribution.

Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000149315225000399

Filing Summary: On January 6, 2025, Regional Health Properties, Inc. and SunLink Health Systems, Inc. announced the execution of an Agreement and Plan of Merger dated January 3, 2025. Under this agreement, SunLink will merge with Regional, which will continue as the surviving entity. The merger is subject to terms and conditions detailed in the merger agreement and will require approval from shareholders of both companies. Following the announcement, Regional will file a Registration Statement on Form S-4 with the SEC, including a joint proxy statement/prospectus. The document emphasizes the importance of reading the forthcoming proxy statement for critical details about the merger and risks involved.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000149315225000373

Filing Summary: On January 6, 2025, Regional Health Properties, Inc. announced a merger agreement with SunLink Health Systems, Inc. This merger will see SunLink merge into Regional, which will continue as the surviving entity. The merger agreement was executed on January 3, 2025, and a press release was issued regarding the execution. The proposed merger is subject to the approval of both Regional and SunLink shareholders. Regional plans to file a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus for both companies. Investors are advised to read the Registration Statement and related documents when they become available as they will contain important information regarding the merger.