Regional Health Properties Inc美股招股说明书(2025-06-25版)

Dear Shareholders of Regional Health Properties, Inc. and SunLink Health Systems, Inc.: 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, as amended (as may befurther amended from time to time, the “merger agreement”), a copy of which is attached as AnnexA to theaccompanying joint proxy statement/prospectus. Subject to approval of the shareholders of Regional and SunLinkas described later in the accompanying joint proxy statement/prospectus and the satisfaction or (to the extentpermitted) waiver of certain other closing conditions, Regional will acquire SunLink through the merger ofSunLink with and into Regional (the “merger”), with Regional surviving the merger as the surviving corporation. Regional and SunLink will each hold special meetings of their respective shareholders in connection withthe proposed merger (respectively, the “Regional special meeting” and the “SunLink special meeting”). At the effective time of the merger (the “effective time”), each five shares of common stock, no par valueper share, of SunLink (“SunLink common stock”) issued and outstanding immediately prior to the effectivetime (other than excluded shares (as defined below)) will be converted into the right to receive (i)1.1330 validlyissued, fully paid and nonassessable shares of common stock, no par value per share (“Regional commonstock”), of Regional (the “Regional common stock consideration”) and (ii) one validly issued, fully paid andnonassessable share of Regional SeriesD 8% Cumulative Convertible Redeemable Participating PreferredShares, no par value per share (the “Regional SeriesD preferred stock” and such share thereof, the “Regionalpreferred stock consideration”). The number of shares of Regional SeriesD preferred stock is subject toadjustment pursuant to the terms and conditions of the merger agreement for the existence of any cash surplus (asdefined below), as such may be adjusted for any Regional debt distress (as defined below), and the number ofshares of Regional common stock and Regional SeriesD preferred stock each are subject to adjustment to reflectfully and equitably the effect of any reclassification, stock split, reverse split, stock dividend (including anydividend or distribution of securities convertible into SunLink common stock or Regional common stock, asapplicable), reorganization, recapitalization or other like change (“Anti-dilution Adjustments”). The SeriesD preferred stock will have the preferences, limitations and relative rights as described in thisjoint proxy statement/prospectus. The Regional common stock consideration and the Regional preferred stockconsideration is collectively referred to as the “merger consideration.” At the closing of the merger, SunLink is to have Cash and Cash Equivalents (after the payment of anybonuses and/or dividends) in an aggregate amount not less than $6,000,000 (subject to adjustment as provided inthe merger agreement). To the extent SunLink Cash and Cash Equivalents is an amount greater than $7,500,000(subject to adjustment as provided in the merger agreement) (the amount above $7,500,000 so adjusted, the “cashsurplus”), the Regional preferred stock consideration per five shares of SunLink common stock will be adjustedupward via an increase of the aggregate number of shares of Regional SeriesD preferred stock in accordancewith the following formula: for each $10.00 of cash surplus by one share of Regional SeriesD preferred stock(provided, however, that in no event shall the Regional preferred stock consideration per five shares of SunLinkcommon stock be adjusted to a number of shares of Regional SeriesD preferred stock that would cause theRegional SeriesD preferred stock to be issued at the closing of the merger to exceed the number of shares ofpreferred stock authorized under the articles of incorporation of Regional as in effect immediately prior to theeffective time). As of the date of this joint proxy statement/prospectus, SunLink does not expect its Cash andCash Equivalents to exceed $7,500,000 as of the closing of the merger. No fractional shares of Regional common stock or Regional SeriesD preferred stock will be issued in themerger. In lieu of issuing fractional shares of Regional common stock or Regional SeriesD preferred stock thatwould otherwise be issued as part of the merger consideration, cash (without interest) will be paid as described inthis joint proxy statement/prospectus. The merger consideration will not be deliverable with TABLE OF CONTENTS respect to (i) shares of SunLink common stock outstanding immediately prior to the effective time and that are heldby any shareholder or beneficial owner who is entitled to, has properly exercised, and not withdrawn or waived,dissenters rights with respect to such shares in accordance with, and who complies in all respects with, Title 14,Chapter 2, Article13 of the Georgi