UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
REGIONAL HEALTH PROPERTIES, INC.
(Name of Subject Company and Filing Person (Issuer))
10.875% Series A Cumulative Redeemable Preferred Shares
(Title of Class of Securities)
75903M200
(CUSIP Number of Class of Securities)
Amendment No. 1
to
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
REGIONAL HEALTH PROPERTIES, INC.
(Name of the Issuer and Person Filing Statement)
10.875% Series A Cumulative Redeemable Preferred Shares
(Title of Class of Securities)
75903M200
(CUSIP Number of Class of Securities)
Brent Morrison
Chief Executive Officer and President
Regional Health Properties, Inc.
454 Satellite Boulevard NW, Suite 100
Suwanee, Georgia 30024
(678) 869-5116
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
Joshua Davidson
Clinton W. Rancher
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☒ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO/13E-3
This Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO (this Schedule TO) relates to the offer (the Exchange Offer) by Regional Health Properties, Inc. (the Company) to exchange any and all outstanding shares of the Companys 10.875% Series A Cumulative Redeemable Preferred Shares (the Series A Preferred Stock) tendered in the Exchange Offer for newly issued shares of the Companys 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 , 2022 (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 Consideration). The Exchange Offer will commence on , 2022 and expire at the Expiration Date, unless extended or earlier terminated by us. The Exchange Offer will be made upon the terms and subject to the conditions set forth in the preliminary proxy statement/prospectus (as it may be supplemented and amended from time to time, the Prospectus), which is filed as exhibit (a)(1)(i) hereto, and in the related letter of transmittal (as it may be supplemented and amended from time to time, the Letter of Transmittal and, together with the Prospectus, the Offering Documents), which will be filed by amendment as exhibit (a)(1)(ii) hereto.
This Schedule TO is being filed in satisfaction of the reporting requirements of Rules 13e-3 and 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Information set forth in the Offering Documents is incorporated herein by reference in response to Items 1 through 13 of this Schedule TO, except those items as to which information is specifically provided herein.
The Exchange Offer to the holders of the Series A Preferred Stock has not commenced.
Item 1. | Summary Term Sheet. |
The information set forth in the Prospectus in the sections titled Questions and Answers About the Exchange Offer and the Special Meeting and SummarySummary Terms of the Exchange Offer is incorporated herein by reference.
Item 2. | Subject Company Information. |
(a) | Name and Address. |
The name of the subject company and the filing person is Regional Health Properties, Inc. The address of its principal executive offices is 454 Satellite Boulevard NW, Suite 100, Suwanee, Georgia 30024. Its telephone number is (678) 869-5116.
(b) | Securities. |
The subject class of securities is the Companys 10.875% Series A Cumulative Redeemable Preferred Shares. There are 2,811,535 shares of Series A Preferred Stock issued and outstanding as of the date hereof.
(c) | Trading Market and Price. |
The information set forth in the Prospectus in the section titled Market Price for the Series A Preferred Stock is incorporated herein by reference.
2
Item 3. | Identity and Background of Filing Person. |
(a) | Name and Address. |
Regional Health Properties, Inc. is the filing person and subject company. The business address and telephone number of the Company are set forth under Item 2(a) of this Schedule TO and are incorporated herein by reference.
Item 4. | Terms of the Transaction. |
(a) | Material Terms. |
The information set forth in the Prospectus in the sections titled Questions and Answers About the Exchange Offer and the Special Meeting, SummarySummary Terms of the Exchange Offer, Risk Factors, The Exchange Offer, Description of Capital Stock and Material U.S. Federal Income Tax Considerations, as well as the information set forth in the Letter of Transmittal, is incorporated herein by reference.
(b) | Purchases. |
To the Companys knowledge, none of the directors or executive officers of the Company beneficially own any shares of Series A Preferred Stock, and therefore no such persons will participate in the Exchange Offer.
Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(e) | Agreements Involving the Subject Companys Securities. |
The terms of the Companys common stock, no par value per share (the Common Stock), and Series A Preferred Stock are governed by the Companys Amended and Restated Articles of Incorporation and filed as exhibit (d)(1) hereto.
The information set forth in the Prospectus in the sections titled Description of Capital Stock, Executive Compensation and Director Compensation is incorporated herein by reference.
Item 6. | Purposes of the Transaction and Plans or Proposals. |
(a) | Purposes. |
The information set forth in the Prospectus in the sections titled Questions and Answers About the Exchange Offer and the Special Meeting, Special FactorsBackground of the Exchange Offer and The Exchange OfferReasons for the Exchange Offer is incorporated herein by reference.
(b) | Use of Securities Acquired. |
Shares of Series A Preferred Stock accepted for exchange by the Company in the Exchange Offer will be cancelled.
(c) | Plans. |
(1) | The information set forth in the Prospectus in the sections titled Special FactorsBackground of the Exchange Offer, The Exchange OfferReasons for the Exchange Offer and The Exchange OfferConsequences of Failure to Exchange Series A Preferred Stock in the Exchange Offer is incorporated herein by reference. |
(2) | The information set forth in the Prospectus in the sections titled Special FactorsBackground of the Exchange Offer, The Exchange OfferReasons for the Exchange Offer and The Exchange OfferConsequences of Failure to Exchange Series A Preferred Stock in the Exchange Offer is incorporated herein by reference. |
3
(3) | The information set forth in the Prospectus in the sections titled Special FactorsBackground of the Exchange Offer, The Exchange OfferReasons for the Exchange Offer, The Exchange OfferConsequences of Failure to Exchange Series A Preferred Stock in the Exchange Offer and Dividend Policy and Dividends Paid on Our Common Stock is incorporated herein by reference. |
(4) | None. |
(5) | The information set forth in the Prospectus in the sections titled Special FactorsBackground of the Exchange Offer, The Exchange OfferReasons for the Exchange Offer and The Exchange OfferConsequences of Failure to Exchange Series A Preferred Stock in the Exchange Offer is incorporated herein by reference. |
(6) | The Company believes that the Exchange Offer has a reasonable likelihood of causing the Series A Preferred Stock to be delisted from the NYSE American LLC (the NYSE American). |
(7) | The Company believes that the Exchange Offer has a reasonable likelihood of causing the Series A Preferred Stock to be eligible for termination of registration under Section 12(g)(4) of the Exchange Act. |
(8) | None. |
(9) | The information set forth in the Prospectus in the sections titled Special FactorsBackground of the Exchange Offer, The Exchange OfferReasons for the Exchange Offer, The Exchange OfferConditions of the Exchange Offer and Capitalization is incorporated herein by reference. |
(10) | None. |
Item 7. | Source and Amount of Funds or Other Consideration. |
(a) | Source of Funds. |
The information set forth in the Prospectus in the sections titled Questions and Answers About the Exchange Offer and the Special Meeting and The Exchange OfferTerms of the Exchange Offer is incorporated herein by reference. Assuming full participation in the Exchange Offer, the Company will issue approximately 2,811,535 shares of Series B Preferred Stock as consideration for the Exchange Offer.
(b) | Conditions. |
The information set forth in the Prospectus in the sections titled Questions and Answers About the Exchange Offer and the Special Meeting, The Exchange OfferTerms of the Exchange Offer and The Exchange OfferConditions of the Exchange Offer is incorporated herein by reference.
(d) | Borrowed Funds. |
Not applicable.
Item 8. | Interest in the Securities of the Subject Company. |
(a) | Securities Ownership. |
To the Companys knowledge, none of the directors or executive officers of the Company beneficially own any shares of Series A Preferred Stock.
(b) | Securities Transactions. |
None.
4
Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
(a) | Solicitations or Recommendations. |
The information set forth in the Prospectus in the sections titled The Exchange Offer and The Special MeetingProxy Solicitor and Information Agent is incorporated herein by reference. None of the Company, its Board of Directors, officers or employees, the information agent, the exchange agent, the proxy solicitor, any of the Companys financial advisors nor any other person is making any recommendation to any holder of Series A Preferred Stock as to whether or not such holder should tender their shares of Series A Preferred Stock in the Exchange Offer.
Item 10. | Financial Statements. |
(a) | Financial Information. |
(1) | The information set forth in the Prospectus in the section titled How to Obtain Additional Information is incorporated herein by reference. |
(2) | The audited financial statements set forth under Part II, Item 8 of the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 22, 2022, are incorporated herein by reference. |
(3) | The book value per share of the Common Stock as of December 31, 2021 was -$29.31. |
(b) | Pro Forma Information. |
Not applicable.
Item 11. | Additional Information. |
(a) | Agreements, Regulatory Requirements and Legal Proceedings. |
The information set forth in the Prospectus in the section titled The Exchange OfferConditions of the Exchange Offer is incorporated herein by reference.
(c) | Other Material Information. |
The information set forth in the Prospectus and the Letter of Transmittal is incorporated herein by reference.
Item 12. | Exhibits. |
5
To be filed by amendment. Information Required by Schedule 13E-3.
The following sets forth the information required by Schedule 13E-3 that has
not already been set forth in Items 1-12 above. The information set forth in the Prospectus is incorporated herein by reference to the items required by Schedule 13E-3.
Item 2 of Schedule 13E-3. Subject Company Information. The information set forth in the Prospectus in the sections titled Questions and Answers About the
Exchange Offer and the Special Meeting, Special FactorsBackground of the Exchange Offer and Dividend Policy and Dividends Paid on Our Common Stock is incorporated herein by reference. None. None. Item 3 of Schedule 13E-3. Identity and Background of the Filing Person.
None. None. Item 4 of Schedule 13E-3. Terms of the Transaction. None. 6
The information set forth in the Prospectus in the sections titled Questions and Answers About the
Exchange Offer and the Special Meeting, SummarySummary Terms of the Exchange Offer, The Exchange OfferTerms of the Exchange Offer and The Exchange OfferNo Appraisal Rights is incorporated
herein by reference. None. The Series B Preferred Stock offered as part of the Exchange Consideration has no established trading market.
The Company intends to apply for the listing of shares of the Series B Preferred Stock on the NYSE American under the ticker symbol . Item 5 of Schedule 13E-3. Past Contracts, Transactions, Negotiations and
Agreements. None. The information set forth in the Prospectus in the sections titled Description of Capital Stock,
Executive Compensation and Director Compensation is incorporated herein by reference. None. None. None. The information set forth in the Prospectus in the section titled Special FactorsBackground of the
Exchange Offer is incorporated herein by reference. The information set forth in the Prospectus in the section titled Special FactorsBackground of the
Exchange Offer is incorporated herein by reference. The information set forth in the Prospectus in the sections titled Managements Discussion and
Analysis of Financial Condition and Results of Operations and Description of Business is incorporated herein by reference. The information set forth in the Prospectus in the sections titled Special FactorsBackground of the
Exchange Offer, Managements Discussion and Analysis of Financial Condition and Results of Operations and Description of Business is incorporated herein by reference. Item 7 of Schedule 13E-3. Purposes, Alternatives, Reasons and Effects.
The information set forth in the Prospectus in the sections titled Questions and Answers About the
Exchange Offer and the Special Meeting, Special FactorsBackground of the Exchange Offer, Special FactorsBusiness Considerations by the Board of Directors and The Exchange OfferReasons for the
Exchange Offer is incorporated herein by reference. The information set forth in the Prospectus in the sections titled Questions and Answers About the
Exchange Offer and the Special Meeting, Special FactorsBackground of the Exchange Offer, Special FactorsBusiness Considerations by the Board of Directors and The Exchange OfferReasons for the
Exchange Offer is incorporated herein by reference. The information set forth in the Prospectus in the sections titled Questions and Answers About the
Exchange Offer and the Special Meeting, SummarySummary Terms of the Exchange Offer, Special FactorsBusiness Considerations by the Board of Directors, The Exchange Offer and Material U.S.
Federal Income Tax Considerations is incorporated herein by reference. 7
Item 8 of Schedule 13E-3. Fairness
of the Transaction. The information set forth in the Prospectus in the section titled Special FactorsDetermination of
Fairness of the Exchange Offer by the Company is incorporated herein by reference. The information set forth in the Prospectus in the section titled Special FactorsDetermination of
Fairness of the Exchange Offer by the Company is incorporated herein by reference. The Exchange Offer is not structured so that approval of at least a majority of unaffiliated Company
shareholders is required. The information set forth in the Prospectus in the sections titled SummarySummary Terms of the Exchange Offer, The Exchange OfferConditions of the Exchange Offer, The Special
MeetingRecord Date and Voting Rights, The Special MeetingQuorum and Counting of Votes, Preferred Series A Charter Amendment ProposalVote Required, Series B Preferred Stock ProposalVote
Required, Common Charter Amendment ProposalVote Required and Adjournment ProposalVote Required is incorporated herein by reference. An unaffiliated representative was not engaged by the Company to act solely on behalf of the unaffiliated
shareholders of the Company for purposes of negotiating the terms of the Exchange Offer. The information set forth in the Prospectus in the sections titled Risk FactorsRisks Related to the Exchange Offer and Special
FactorsDetermination of Fairness of the Exchange Offer by the Company is incorporated herein by reference. The information set forth in the Prospectus in the sections titled Special FactorsBackground of the
Exchange Offer and Special FactorsDetermination of Fairness of the Exchange Offer by the Company is incorporated herein by reference. Not applicable. Item 9 of Schedule 13E-3. Reports, Opinions, Appraisals and Negotiations.
The Company has not received any report, opinion or appraisal from an outside party with respect to the
Exchange Offer. The information set forth in the Prospectus in the sections titled Special FactorsBackground of the Exchange Offer and Special FactorsDetermination of Fairness of the Exchange Offer by the Company
is incorporated herein by reference. None. None. Item 10 of Schedule 13E-3. Source and Amounts of Funds or Other
Consideration. The information set forth in the Prospectus in the section titled The Exchange OfferFees and
Expenses is incorporated herein by reference. Item 12 of Schedule
13E-3. The Solicitation or Recommendation. To the Companys knowledge, none of the directors or executive officers of the Company beneficially own
any shares of Series A Preferred Stock, and therefore no such persons will participate in the Exchange Offer or vote shares of Series A Preferred Stock at the Special Meeting (as defined in the Prospectus). None. Item 14 of Schedule 13E-3. Persons/Assets, Retained, Employed, Compensated or
Used. The information set forth in the Prospectus in the section titled The Exchange OfferFees and
Expenses is incorporated herein by reference. 8
Item 16 of Schedule 13E-3.
Exhibits. None. None. 9
SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 22, 2022 /s/ Brent Morrison Brent Morrison Chief Executive Officer and
President 10
*
Item 13.
(d)
(e)
(f)
(b)
(c)
(c)
(d)
(e)
(f)
(a)(1)
(a)(2)
(b)(1)
(b)(2)
(b)(3)
(b)(4)
(b)(5)
(b)(6)
(c)
(b)
(c)
(d)
(a)
(b)
(c)
(d)
(e)
(f)
(a)
(b)
(c)
(c)
(d)
(e)
(b)
(c)
(f)
Regional Health Properties, Inc.
Exhibit 107
Calculation of Filing Fee Tables
Schedule TO
(Form Type)
Regional Health Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Transaction Valuation |
Fee Rate | Amount of Filing Fee |
||||||||||
Fees to Be Paid |
||||||||||||
Fees Previously Paid |
$ | 12,103,658.18 | (1) | $ | 1,122.01 | (2) | ||||||
Total Transaction Valuation |
$ | 12,103,658.18 | (1) | |||||||||
Total Fees Due for Filing |
$ | 1,122.01 | ||||||||||
|
|
|||||||||||
Total Fees Previously Paid |
$ | 0.00 | ||||||||||
Total Fee Offsets |
$ | 2,065.88 | (3) | |||||||||
|
|
|||||||||||
Net Fee Due |
$ | 0.00 | ||||||||||
|
|
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing |
Filing Date | Fee Offset Claimed |
Fee Paid with Fee Offset Source |
||||||||||||
Fees Offset Claims |
S-4 | 333-256667 | June 1, 2021 | $ | 2,065.88 | (3) | ||||||||||||
Fees Offset Sources |
Regional Health Properties, Inc. | S-4 | 333-256667 | June 1, 2021 | $ | 2,065.88 | (3) |
(1) | Estimated solely for the purpose of calculating the filing fee for this transaction in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the Exchange Act), based on the product of (i) $4.31, the average of the high and low prices of the 10.875% Series A Cumulative Redeemable Preferred Shares, no par value per share (the Series A Preferred Stock), of Regional Health Properties, Inc. (the Company) on the NYSE American LLC on February 8, 2022, and (ii) 2,811,535, the maximum number of shares of the Series A Preferred Stock subject to the transaction reported hereby. |
(2) | The amount of the filing fee calculated in accordance with the Exchange Act equals $92.70 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act. |
(3) | The Company previously paid $2,065.88 upon the initial filing of its Registration Statement on Form S-4 on June 1, 2021 in connection with the transaction reported hereby. |