SecProbe.io

July 24, 2025
Abraham Schwartz
President
Black Pearl Equities, LLC
901 Myrtle Avenue
Brooklyn, NY 11206
Re:Black Pearl Equities, LLC
Regional Health Properties, Inc.
Schedule TO-T filed July 18, 2025, by Black Pearl Equities, LLC
File No. 005-83967
Dear Abraham Schwartz:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-T filed July 18, 2025
Item 1. Summary Term Sheet, page 1
1.We note your statement that the term of the Tender Offer begins on August 1, 2025.
Since you have "published, sent or given the means to tender to security holders" by
filing the Letter of Transmittal as Exhibit 1, please explain your conclusion that the
Tender Offer has not already commenced. Refer to Rule 14d-2(a).
2.Note that the summary term sheet must provide "sufficient information to understand
the essential features and significance of the proposed transaction." Refer to Item
1001 of Regulation M-A. Consider whether additional features, such as the conditions
to the transaction and your purpose for engaging in the transaction, should be
summarized in this section.
Item 4. Terms of the Transaction, page 2
Under Section 14(d)(5) of the Exchange Act, tendered shares may be withdrawn if not 3.

July 24, 2025
Page 2
accepted for payment at any time after 60 days from commencement of the offer.
Please revise to note the existence of such "back end" withdrawal rights in this offer.
Refer to Item 4 of Schedule TO and Item 1004(a)(1)(vi) of Regulation M-A.
4.Provide additional information with respect to the conditions specified in paragraph 7
of this section, including a description of the relevant sections of the related
agreements and governing documents and the steps you have taken or plan to take
with respect to obtaining the specified waivers.
5.We note your statement in paragraph 9 of this section that no material differences in
security holders' rights will result from the Tender Offer. Please consider whether this
is correct given your offer contemplates a significant (45-49.9%) concentration of
ownership upon completion of the transaction and is conditioned upon changes to the
Company's governing documents and shareholder rights plans.
Item 5. Past Contacts, Transactions, Negotiations and Agreements, page 4
6.Disclose any negotiations or material contacts over the past two years between you
and the Company regarding the matters specified in Item 1005(b) of Regulation M-A.
Alternatively, state that no such negotiations or contact occurred.
Item 7. Source and Amount of Funds or Other Consideration, page 4
7.Item 1007(a) of Regulation M-A requires a statement of "the  specific sources . . . of
funds to be used in the transaction" (emphasis added). Please revise this section to
disclose each entity that will provide funding and specify the funding source (e.g.,
cash on hand) for each such entity.
8.Provide the information called for by Item 1007(d) of Regulation M-A or state that
there will be no borrowed funds used in the transaction. Refer to General Instruction E
and Item 7 of Schedule TO.
Item 10. Financial Statements, page 5
9.Please explain your conclusion that your financial statements are not material. In this
respect we note that Instruction 2 to Item 10 of Schedule TO does not appear to apply
in this instance because you are not a public reporting company and the offer is not for
all outstanding securities of the subject class.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions