Core Viewpoint - The merger between Regional Health Properties, Inc. and SunLink Health Systems, Inc. aims to create a stronger combined company with enhanced shareholder value and a robust balance sheet [1][2]. Summary of the Transaction - The merger agreement involves SunLink merging into Regional in exchange for 1,410,000 shares of Regional common stock and 1,410,000 shares of newly-authorized Series D 8% Cumulative Convertible Redeemable Preferred Stock [1][4]. - SunLink shareholders will own approximately 43.0% of the combined company post-merger [4][5]. - As of December 31, 2024, SunLink reported total assets of approximately 1.0 million by the end of fiscal 2026, with potential for additional operating synergies [4][5]. Leadership and Corporate Governance - The combined company will be led by Brent S. Morrison as President and CEO, with Robert M. Thornton, Jr. serving as Executive Vice President – Corporate Strategy [7]. - The board will include experienced industry veterans C. Christian Winkle and Scott Kellman, along with existing directors from both companies [8][9][10]. Headquarters and Approvals - The headquarters of the combined company will be located in Atlanta, Georgia [11]. - The merger is expected to close in spring 2025, pending shareholder and regulatory approvals [12].
REGIONAL HEALTH PROPERTIES AND SUNLINK HEALTH SYSTEMS TO MERGE IN AN ALL-STOCK TRANSACTION