Regional Health Properties, Inc. · OTC:RHEP
Regional Health Properties — Pitch Deck (February 2022)
23 slides from Regional Health Properties's pitch deck, Feb 28, 2022
Slide 1: Series A Preferred Share Exchange for New Series B Preferred
Series A Preferred share Exchange for New Series B Preferred February 2022 Exhibit 99.2
Slide 2: Forward-Looking Statements
Forward-Looking Statements Statements contained in this presentation that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "plans," "intends,” “est
Slide 3: No Offer or Solicitation
No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
Slide 4: What is the Preferred Exchange About?
What is the Preferred Exchange About? Regional Health Properties is looking to exchange its Series A Preferred Shares for a new Series B Preferred. Improving market conditions may create opportunities to use common stock as currency to grow into the industry dislocation caused by COVID-19 pandemic.
Slide 5: Series A Preferred Exchange Offer Overview
Series a preferred Exchange Offer Overview 5 RHE is launching an offer to all holders of Series A Preferred shares to exchange into A new Series B Preferred at an exchange ratio of 1:1 2,811,535 shares to be issued (assuming 100% exchange) Senior to the Series A Preferred and Common Stock Initial li
Slide 6: Series A Preferred Shares are an Obstacle to Increasing Shareholder Value
Series A Preferred Shares are an Obstacle to Increasing Shareholder Value 6 OPERATIONS FINANCING STRATEGY CAN’T pursue transactions… Effectively prohibits M&A transactions for growth Effectively prohibits sale of the company CAN’T raise equity… Severely limits access to capital markets CAN’T cover d
Slide 7: An Exchange is an Efficient Solution
An EXCHANGE IS AN EFFICENT SOLUTION The proposed exchange is the most efficient, cost-efficient way to improve the company’s capital structure which should benefit all stakeholders. Much less expensive Avoids the risks of value destruction Less distraction to management Faster process 7 The Exchange
Slide 8: Compelling Value Proposition of Exchange
Compelling Value Proposition of Exchange 8 The Exchange Offer Benefits the Company, its Common Holders and Preferred Holders Benefits for Preferred Holders Benefits for Company & Common Holders Series B becomes senior in capital structure Contains systematic redemption schedule Increasing liquidatio
Slide 9: Path to Create Equity Value
PATH TO CREATE EQUITY VALUE 9 $10.00 Liquidation Preference Value Created For Preferred Holders RHE Series A Preferred Historical Prices 1 2 3
Slide 10: Exchange May Create Path to Common Equity Value
Exchange May Create PATH TO common EQUITY VALUE 10 1. Assumes 100% of Series A holders exchange into Series B 2. Owned portfolio value estimated using price per bed metric, $79,681 per bed applied to 1,255 owned beds in 10 Skilled Nursing Facilities and 2 Assisted Living Facilities 3. Outstanding de
Slide 11: Shareholder Approval Required
shareholder approval required 11 The Exchange Offer will, among other things, be conditioned on: Both Preferred & Common Shareholders Need to Vote in Favor of the Exchange Two-thirds of outstanding Series A Preferred shares approve certain Charter amendments affecting the rights of the Series A Pref
Slide 12: Transaction Timeline
TRANSACTION TIMELINE FEBRUARY 2022 MARCH 2022 F s s M T wh F s s M 7 wo) oth 1 2 3 4 5 1 2 3 6 7 8 9 wo) mw | 6 7 8 ° 10) 2 13 “is 67 18 19 13) 4 | 4s 16 v7 18 19 zat zm 2s) ots | 6 zo | at as | oh) February 28th Exchange Offer Launched March 28th Special Meeting / Expiration Date of the Exchange Of
Slide 13: Corporate Overview
Corporate overview
Slide 14: Investor Highlights
INVESTOR HIGHLIGHTS Core portfolio that can grow in a space that is dislocated Long-term, triple-net leases that generate recurring rental payments Real estate value provides a floor on valuation 14 Portfolio of Properties Assets trading below construction costs Large owners reducing exposure due to
Slide 15: Core Portfolio of Properties
Core Portfolio of Properties 15 24 Facilities in Five States Seven Independent Operators as of December 31, 2021 as of December 31, 2021 More than 2,500 beds
Slide 16: Broad Range of Offerings Along the Senior Housing Continuum of Care
Broad Range of Offerings Along the Senior Housing Continuum of Care 16 Further diversifying our portfolio to include the lower end of the acuity spectrum would reduce reimbursement risk and lower the portfolio cap rate Senior Living 55+ Independent Living (IL) Assisted Living (AL) Memory Care (MC) S
Slide 17: Market Trends: Attractive Conditions for Strategic Transactions
Market Trends: Attractive Conditions for Strategic Transactions 17 Developing Market Conditions Create Broad Opportunities in Long-term Care Top 10 property owners own a small fraction of Senior Housing assets Publicly traded REITs have been net sellers of Senior Housing assets Data Source: National
Slide 18: Macro Trends: Supply / Demand Imbalance in Senior Housing
Macro Trends: Supply / Demand Imbalance in Senior Housing 18 Supply and Demand Trends Set Up Well for Investment in Senior Housing Construction vs. inventory of Senior Housing assets in Secondary Markets is at the lowest level since the Great Financial Crisis(GFC) of 2009 Target market of 85+ years
Slide 19: Business and Financing Strategies
Business and Financing Strategies Continue to work with operators to improve facility performance Streamline facility expense structure Increase rent coverage ratios 19 Improve Existing Portfolio Opportunity to diversify outside of skilled nursing and into senior housing Large REITs are net sellers
Slide 20: Covid-19 Deaths Per Reported Cases Are Declining
Covid-19 Deaths Per reported Cases Are declining 20 1 Data Source: https://github.com/owid/covid-19-data/tree/master/public/data USA – New COVID Cases vs. Deaths1
Slide 21: Attractive Debt Maturity Profile
Attractive Debt Maturity Profile 21 Solvency Risk has been Mitigated through Asset Sales, Debt Payoff/Amortization, Refinancings and Stabilization of Operating Portfolio 1 Before $1.4M of unamortized discounts and deferred financing costs Extremely low Liquidity Risk Backed by Performing Real Estate
Slide 22: Senior Management Team
Senior Management Team Appointed CEO in March 2019; Interim CEO prior to that beginning in October 2017 Board Member since 2014 Managing Director of Zuma Capital Management, LLC MBA from UCLA Anderson 22 BRENT MORRISON, CFA Chief Executive Officer, President and Director Appointed CFO in September 2
Slide 23: Headquarters and Investor Relations
HEADQUARTERS Regional Health Properties 454 Satellite Blvd. NW, Suite 100 Suwanee, GA 30024 info@regionalhealthproperties.com (678) 869-5116 INVESTOR RELATIONS Hayden IR 15879 N. 80th Street, 2nd Floor Scottsdale, AZ 85260 Brett Maas brett@haydenir.com (646) 536-7331
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