SEC Comment Letter for REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724) (RHEP) — Jul 2, 2015

REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724)
Date: July 2, 2015 · CIK: 0001004724 · Accession: 0000000000-15-034752

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Sentiment

Urgency

Document Type

Confidence

SEC Posture

Company Posture

Summary

Reasoning

Date

July 2, 2015

Author

/s/ Terry French for

Form

UPLOAD

Company

REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE July 2, 2015 William McBride III Chief Executive Officer AdCare Health Systems, Inc. 1145 Hembree Road Roswell, Georgia 30076

RE: AdCare Health Systems , Inc. Registration Statement on Form S -3 Filed on June 29, 2015 File No. 333 -205335

Dear Mr. McBride :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

William McBride AdCare Health Systems, Inc. July 2, 2015 Page 2

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities und er the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

You may contact Paul Fischer at 202-551-3415 with any questions.

Sincerely,
/s/ Terry French for

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

July 2, 2015

William McBride III
Chief Executive Officer
AdCare Health Systems, Inc.
1145 Hembree Road
Roswell, Georgia 30076

RE:  AdCare Health Systems , Inc.
Registration Statement on Form S -3
  Filed on June 29, 2015
File No. 333 -205335

Dear Mr. McBride :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act
of 193 3 and all applicable Securities  Act rules require.   Since the company and its
management are  in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the  filing; and

William McBride
AdCare Health Systems, Inc.
July 2, 2015
Page 2

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461  regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities und er the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the registered securities .

You may contact Paul Fischer  at 202-551-3415  with any questions.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director

Cc:  Lori A. Gelchion , Esq.

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