Company Description
Regional Health Properties, Inc. (RHEP) is a Georgia corporation headquartered in Atlanta, Georgia. According to the company’s public disclosures, Regional Health Properties is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. Its shares trade on the OTCQB under the ticker symbols RHEP, RHEPA, RHEPB and RHEPZ.
The company’s business combines elements of healthcare services and real estate. In its news releases and SEC filings, Regional Health Properties describes a portfolio that includes facilities used for senior living and long-term care, with revenues that include patient care revenues and rental revenues. Over time, the company has both leased facilities to operators and, in some cases, transitioned operations of facilities back to the company. Management has also highlighted the use of management contracts with third parties, such as CJM Advisors, to manage certain facilities.
Healthcare real estate focus
Regional Health Properties describes itself as a healthcare real estate investment company with a focus on properties purposed for senior living and long-term care. In its financial disclosures, the company reports property and equipment, assets held for sale, and bonds and other debt tied to specific facilities. These disclosures indicate that a significant part of its business is owning and financing real estate assets that are used for patient care.
The company’s balance sheet includes property and equipment, assets held for sale, intangible assets such as bed licenses and lease rights, and right-of-use operating lease assets. On the liability side, it reports senior debt, bonds, other debt, operating lease obligations and other liabilities. These items reflect a capital-intensive business that depends on the performance of healthcare facilities and the ability of operators to meet their obligations.
Senior living and long-term care operations
In addition to its role as a real estate investor, Regional Health Properties reports patient care revenues and patient care expenses, which indicates that it directly operates certain facilities. The company has stated that it invests in real estate purposed for senior living and long-term care, and its financial statements show patient care revenues, facility rent expense, and related operating costs. In some periods, the company has also reported management fees and cost of management fees, reflecting arrangements where it manages facilities for others.
Management commentary in earnings releases notes that the company has transitioned operations of some facilities from leases back to the company and has engaged CJM Advisors to manage specific facilities in locations such as Sylva, North Carolina and Glenville, Georgia. The company has also highlighted occupancy metrics at certain facilities, including a memory care unit at its Meadowood facility.
Merger with SunLink Health Systems, Inc.
Regional Health Properties has completed a merger with SunLink Health Systems, Inc. Pursuant to an amended and restated agreement and plan of merger, SunLink merged with and into Regional, with Regional surviving the merger as the surviving corporation. The merger closed effective August 14, 2025. At closing, each five shares of SunLink common stock were converted into the right to receive shares of Regional common stock and shares of Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares.
Company communications describe the transaction as combining SunLink’s pharmacy and healthcare services with Regional’s real estate platform. Following the merger, the combined company continues to operate under the name Regional Health Properties, Inc. and trades under Regional’s OTCQB ticker symbols. The board of directors and leadership team of the combined company include individuals from both Regional and SunLink, as described in the company’s news releases and proxy materials.
Capital structure and preferred stock
Regional Health Properties has multiple classes of equity securities. Its disclosures refer to common stock and several series of preferred stock. The company’s filings describe 12.5% Series B Cumulative Redeemable Preferred Shares and Series A preferred stock, as well as the Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares issued in connection with the SunLink merger. The preferred stock carries specific rights, including redemption amounts and cumulative preferential dividends, as detailed in the company’s filings.
The company has also announced a stock repurchase plan for its Series B preferred stock. In an 8-K, Regional Health Properties reported that its board of directors authorized the purchase of up to an aggregate of 500,000 shares of Series B preferred stock, with a special committee overseeing the timing, nature, amount and conduct of the repurchase plan.
Debt and facility-level financing
Regional Health Properties’ debt disclosures show both fixed-rate and floating-rate debt tied to specific facilities and corporate obligations. The company’s debt summaries list principal amounts, maturity dates, interest rates and the percentage of total principal represented by each borrowing. Facilities referenced in these summaries include properties such as The Pavilion Care Center, Hearth and Care of Greenfield, Woodland Manor, Glenvue, Autumn Breeze, Georgetown, Sumter Valley, Eaglewood Bonds Series A, Meadowood, Coosa, Mountain Trace and Southland.
The company has also reported transactions involving specific facilities. For example, it announced the completion of the sale of the Coosa Valley Health and Rehab facility in Glencoe, Alabama by a subsidiary to an unaffiliated company, along with repayment of related debt and expected gain on the sale. Proceeds from such transactions are described as being used for general corporate and other purposes.
Corporate governance and shareholder matters
Regional Health Properties is incorporated in Georgia and files periodic reports, proxy statements and current reports with the U.S. Securities and Exchange Commission. Its definitive proxy statement for the 2025 annual meeting of shareholders describes the company’s board structure, director nomination process, board committees, governance policies and executive compensation programs.
The company holds annual meetings of shareholders at locations in Atlanta, Georgia. Matters submitted to shareholders have included the election of directors by different voting groups (common stock, Series B preferred stock and Series D preferred stock), approval of an amended and restated omnibus incentive compensation plan, advisory votes on executive compensation and its frequency, and ratification of the appointment of the independent registered public accounting firm.
Business model and risk factors as described by the company
In its earnings releases and cautionary statements, Regional Health Properties notes that its performance depends on the operating success of its operators and the ability of those operators to pay rent or meet other obligations. The company highlights risks related to indebtedness, covenants in debt agreements, the availability and cost of capital, healthcare regulation and enforcement, and dependence on reimbursement from governmental and other third-party payors. It also references the relatively illiquid nature of real estate investments, the impact of litigation and rising insurance costs on operators, and the potential effects of operator bankruptcies or insolvency.
The company also discusses the use of non-GAAP financial measures such as EBITDA, adjusted EBITDA and EBITDAR in its financial communications. It states that these measures are provided as supplemental information to help management and investors assess performance by excluding certain items that may not be indicative of recurring core business operating results, while emphasizing that such measures should not be considered in isolation from GAAP financial measures.
Shareholder transactions and market activity
Regional Health Properties’ shares trade on the OTCQB, and the company has been the subject of shareholder and market activity described in public announcements. For example, a third party, Black Pearl Equities, LLC, announced a tender offer to purchase up to 49.9% of the outstanding common shares of Regional Health Properties at a specified cash price per share, subject to conditions including minimum tender levels and the absence of material adverse changes.
The company has also communicated with its shareholders regarding the proposed and completed merger with SunLink Health Systems, including reasons for supporting the merger and responses to communications from certain shareholders who opposed the transaction. These communications have addressed issues such as capital contributions from the merger, potential access to capital, management and board expertise, and the treatment of different classes of shareholders.
Vertically integrated healthcare services platform
Following the completion of the merger with SunLink, Regional Health Properties has described itself as a vertically integrated healthcare services company. In its public statements, the company notes that by combining SunLink’s pharmacy and healthcare services with Regional’s real estate platform, the combined company brings together healthcare services and healthcare real estate under one corporate structure. The combined company continues to be headquartered in Atlanta, Georgia and to operate under the Regional Health Properties, Inc. name.