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Regional Health Properties (RHEP) and SunLink Health Systems (SSY) have revised their all-stock merger agreement. Under the new terms, SunLink will merge into Regional in exchange for approximately 1.59M shares of Regional common stock and 1.41M shares of newly-authorized Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares.
The transaction will result in SunLink shareholders owning approximately 45.92% of the combined company. The Series D Preferred Stock will have an initial liquidation preference of $12.50 per share with 8% annual dividends starting July 2027. SunLink may pay special dividends up to $1M before closing.
The combined company expects pre-tax cost synergies of $1.0M by fiscal 2026. Post-merger, Brent Morrison will serve as CEO, Robert Thornton as EVP of Corporate Strategy, and Mark Stockslager as CFO. The merger is expected to close in summer 2025, subject to shareholder and regulatory approvals.
Regional Health Properties (RHEP) has reported its Q4 and full-year 2024 financial results. In Q4, the company achieved revenue of $5.6 million, with income from operations of $540k, EBITDA of $714K, and Adjusted EBITDA of $1.3 million. The company maintained a strong 92% rent collection rate.
For the full year 2024, RHEP reported revenue of $18.3 million, income from operations of $161k, EBITDA of $1.7 million, and Adjusted EBITDA of $3.5 million. The company's balance sheet shows $49.7 million in net indebtedness with a 5.1% weighted-average interest rate.
Key developments include a new management contract with CJM Advisors for the Sylva, NC facility, improved occupancy at the Meadowood facility, and securing a $500k line of credit. The company is progressing with its planned merger with SunLink Health Systems, expected to close in early Q3 2025.
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