UPLOAD Filing
REGIONAL HEALTH PROPERTIES, INC
Date: Aug. 5, 2025 · CIK: 0001004724 · Accession: 0000000000-25-008249
AI Filing Summary & Sentiment
Reasoning
Letter
August 5, 2025 Brent Morrison President and Chief Executive Officer Regional Health Properties, Inc. 1050 Crown Pointe Parkway, Suite 720 Atlanta, Georgia 30308 Re:Regional Health Properties, Inc. Schedule 14D-9 filed August 1, 2025 File No. 005-83967 Dear Brent Morrison: 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 14D-9 filed August 1, 2025 Item 4. The Solicitation or Recommendation 1.We note your disclosure that the Regional Board "did not take a position" with respect to the Offer but also effectively rejected the Offer. Please clarify whether the Regional Board recommends against the Offer or makes no recommendation with respect to the Offer. Refer to Item 1012(a) of Regulation M-A. 2.Please revise your disclosure to describe the reasons for the Regional Board's recommendation, or lack thereof, with respect to the Offer, not whether the Offer constitutes a Superior Regional Proposal. Refer to Item 1012(b) of Regulation M-A. While the pending merger may inform the Regional Board's position, the reasons section should speak directly to why the Regional Board determined its recommendation as to whether shareholders should tender into the Offer.
August 5, 2025 Page 2 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 cc:Paul Davis Fancher
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August 5, 2025
Brent Morrison
President and Chief Executive Officer
Regional Health Properties, Inc.
1050 Crown Pointe Parkway, Suite 720
Atlanta, Georgia 30308
Re:Regional Health Properties, Inc.
Schedule 14D-9 filed August 1, 2025
File No. 005-83967
Dear Brent Morrison:
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 14D-9 filed August 1, 2025
Item 4. The Solicitation or Recommendation
1.We note your disclosure that the Regional Board "did not take a position" with respect
to the Offer but also effectively rejected the Offer. Please clarify whether the Regional
Board recommends against the Offer or makes no recommendation with respect to
the Offer. Refer to Item 1012(a) of Regulation M-A.
2.Please revise your disclosure to describe the reasons for the Regional Board's
recommendation, or lack thereof, with respect to the Offer, not whether the Offer
constitutes a Superior Regional Proposal. Refer to Item 1012(b) of Regulation M-A.
While the pending merger may inform the Regional Board's position, the reasons
section should speak directly to why the Regional Board determined its
recommendation as to whether shareholders should tender into the Offer.
August 5, 2025
Page 2
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
cc:Paul Davis Fancher