Item 2.02Results of Operations and Financial Condition.
On August 16, 2021, Regional Health Properties, Inc. (the "Company" or "RHE")
reported its results of operations for the three and six months ended June 30,
2021. A copy of the press release dated August 16, 2021, is attached hereto as
Exhibit 99.1.
The information provided pursuant to this Item 2.02 of this Current Report,
including Exhibit 99.1, is "furnished" and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of such section, and
shall not be incorporated by reference in any filing made by the Company under
the Exchange Act or the Securities Act of 1933, as amended, except to the extent
expressly set forth by specific reference in any such filings.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information about the Exchange Offer and Where to Find It
In connection with the proposed transaction, RHE filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 on June 1,
2021 (as amended on July 2, 2021), that includes a preliminary proxy statement
and that also constitutes a preliminary prospectus. RHE intends to file other
relevant documents with the SEC regarding the proposed transaction, including
the definitive proxy statement/prospectus. The information in the preliminary
proxy statement/prospectus is not complete and may be changed. This document is
not a substitute for the preliminary proxy statement/prospectus or registration
statement or any other document that RHE may file with the SEC. The definitive
proxy statement/prospectus (if and when available) will be mailed to
stockholders of RHE. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RHE AND THE
PROPOSED TRANSACTION. Investors and security holders are able to obtain free
copies of the registration statement, preliminary proxy statement/prospectus and
all other documents containing important information about RHE and the proposed
transaction, once such documents are filed with the SEC, including the
definitive proxy statement/prospectus if and when it becomes available, through
the website maintained by the SEC at http://www.sec.gov. The proxy
statement/prospectus included in the Registration Statement and additional
copies of the proxy statement/prospectus will be available for free from RHE.
Participants in the Solicitation
RHE and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers of RHE,
including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in RHE's proxy statement for its 2020 Annual
Meeting of Shareholders, which was filed with the SEC on November 5, 2020, and
RHE's Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on March 29, 2021. Investors may obtain additional
information regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction by reading the preliminary
proxy statement/prospectus, including any amendments thereto, as well as the
definitive proxy statement/prospectus if and when it becomes available and other
relevant materials to be filed with the SEC regarding the proposed transaction
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when such materials become available. Investors should read the registration
statement, the preliminary proxy statement/prospectus, and the definitive proxy
statement/prospectus, if and when it becomes available, carefully before making
any voting or investment decisions. You may obtain free copies of these
documents from RHE using the sources indicated above.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
99.1 Press Release dated August 16, 2021.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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