M&A - SUNLINK HEALTH SYSTEMS INC

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000095017025069879

Filing Summary: SunLink Health Systems, Inc. reported for the quarterly period ended March 31, 2025. As of May 12, 2025, the company had 7,040,603 common shares outstanding. The company recorded a net loss of $671,000 for the three months ending March 31, 2025, compared to a net loss of $1,396,000 for the same period in 2024. As of March 31, 2025, current assets totaled $13,705,000, while total assets were $17,474,000. The document also detailed an ongoing merger agreement with Regional Health Properties, Inc., providing for the issuance of approximately 1,595,401 shares of Regional common stock and Series D Preferred Shares. Shareholder and regulatory approvals are required for the merger to proceed. Additionally, the company still faces challenges from the COVID-19 pandemic, with rising costs and supply chain issues affecting operations.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000095017025054049

Filing Summary: On April 15, 2025, SunLink Health Systems, Inc. executed a joint press release with Regional Health Properties, Inc. announcing the execution of an Amended and Restated Agreement and Plan of Merger, dated April 14, 2025. Under the agreement, SunLink will merge with and into Regional, with Regional as the surviving entity. This merger will require approval from shareholders of both companies and involves a Registration Statement to be filed with the SEC, including a joint proxy statement/prospectus for both parties. Additionally, investors are urged to read the upcoming Registration Statement and related documents for important information.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000095017025053991

Filing Summary: On April 15, 2025, SunLink Health Systems, Inc. announced a merger with Regional Health Properties, Inc. This follows the execution of an Amended and Restated Agreement and Plan of Merger dated April 14, 2025. The merger will result in SunLink merging into Regional, with Regional as the surviving entity. The proposal is to be submitted to shareholders of both companies for approval. Regional plans to file a Registration Statement on Form S-4 with the SEC, which will include a joint proxy statement/prospectus regarding the merger. Shareholders are advised to read the joint proxy statement/prospectus once available for vital information regarding the merger.

Form Type: 10-Q

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000095017025018921

Filing Summary: On January 6, 2025, SunLink Health Systems, Inc. and Regional Health Properties, Inc. announced a definitive agreement for a merger, dated January 3, 2025. As per the merger agreement, SunLink will merge with Regional in exchange for 1,410,000 shares of Regional common stock and 1,410,000 shares of Regional's newly-authorized Series D 8% Cumulative Convertible Redeemable Preferred Stock. The merger is subject to the approval of both companies' shareholders and regulatory approvals. If concluded, Regional will be the surviving entity and SunLink will cease to exist. In addition, the company has ongoing pharmacy operations across several segments, alongside the results from discontinued operations, including significant assets sold related to its health care facilities. Overall, SunLink reported losses in both continuing and discontinued operations, highlighting challenges including those posed by the COVID-19 pandemic. The report presents a condensed financial position as of December 31, 2024, showing total assets of $17.872 million and total liabilities and shareholders' equity of $17.872 million as well, indicating a volatile market environment. Furthermore, as of February 11, 2025, there were 7,040,603 common shares outstanding, maintaining a focus on shareholder interests amid ongoing organizational changes.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004442

Filing Summary: SunLink Health Systems, Inc. entered into an Agreement and Plan of Merger with Regional Health Properties, Inc. on January 3, 2025. Under the terms of the merger, SunLink will merge into Regional, with Regional being the surviving entity. Each holder of five shares of SunLink common stock will receive one share of Regional common stock and one share of Regional Series D Preferred Stock. The merger's effectiveness is contingent upon shareholder approval, governmental approvals, and other customary conditions. A special committee of SunLink's board found the merger fair and in the best interests of its shareholders. The merger agreement contains termination rights and potential reimbursements if terminated under specific circumstances. Regional will establish terms for a new Series D Preferred Stock, which will rank junior to certain other preferred shares. Executive employment agreements for Brent S. Morrison and Robert M. Thornton will also be adjusted in connection with the merger, providing them with defined compensation packages and conditions. Support and lock-up agreements were executed with shareholders to ensure their votes in favor of the merger.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004432

Filing Summary: On January 3, 2025, SunLink Health Systems, Inc. ("SunLink") entered into an Agreement and Plan of Merger with Regional Health Properties, Inc. ("Regional"). The agreement outlines that SunLink will merge with Regional, with Regional as the surviving entity. For every five shares of SunLink common stock, shareholders will receive one share of Regional common stock and one share of new Regional Series D Preferred Stock. SunLink's existing equity awards will be terminated without consideration at the merger's effective time. The merger's completion requires approvals from both companies' shareholders and the absence of any prohibitory governmental orders. Key management roles post-merger are established, including Brent S. Morrison as CEO of the combined entity. The merger also stipulates the establishment of Regional Series D Preferred Stock, which will not have voting rights and will be convertible under specific conditions. There are covenants against pursuing alternate acquisition proposals during negotiations, and termination rights for breach of agreement are included. In conjunction with the merger, new employment agreements for executives from both companies are established, detailing compensation, bonuses, and conditions for termination.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000095017025003893

Filing Summary: This filing is an Amendment No. 9 to Schedule 13D, updating beneficial ownership by Robert M. Thornton, Jr., Chairman and CEO of SunLink Health Systems, Inc. Mr. Thornton beneficially owns 559,562 common shares, controlled through his wholly-owned entity CareVest Capital, LLC. This amendment highlights Mr. Thornton's support for a proposed merger with Regional Health Properties, Inc., announced on January 6, 2025. The document specifies that the Reporting Persons advocate for extraordinary corporate transactions to expand business operations. Recent actions include support for the Board’s approval of asset dispositions from underperforming subsidiaries and a recent election to add a director to the Board. No changes to management or the Company's charter are anticipated beyond those related to the Proposed Merger.

Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003367

Filing Summary: On January 3, 2025, SunLink Health Systems, Inc. and Regional Health Properties, Inc. announced a definitive agreement for a merger, where SunLink will merge into Regional in exchange for shares. Each five shares of SunLink will convert into one share of Regional common stock and one share of newly authorized Series D 8% Cumulative Convertible Redeemable Preferred Stock. The merger aims to strengthen shareholder value and enhance the balance sheet. Approval from shareholders and regulatory bodies is required, with completion anticipated in spring 2025. The transaction includes expected cost synergies and a strong management team post-merger.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000095017025002243

Filing Summary: On January 3, 2025, SunLink Health Systems, Inc. and Regional Health Properties, Inc. announced the execution of a Merger Agreement, under which SunLink will merge with and into Regional, with Regional maintaining its status as the surviving entity. This merger will be presented to the shareholders of both companies for approval. A Registration Statement is to be filed with the SEC, which will contain a joint proxy statement/prospectus for both companies related to the merger. The document outlines potential risks associated with the merger, including integration challenges, expected synergies, regulatory approvals, and other uncertainties that may affect the anticipated benefits of this merger.