Regional Health Properties, Inc. · OTC:RHEP
Regional Health Properties — Merger or Acquisition (February 2022)
23 slides from Regional Health Properties's merger presentation, 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 REGIONAL HEALTH PeRtQaPeek TIES, INC.
Slide 2: Forward-Looking Statements
NYSE AMERICAN: FORWARD-LOOKING STATEMENTS Statements contained in this presentation that are not historical facts may be forwardooking statements within the meaning of federal law. Such statements can be identifiedby the use of forward-looking terminology, such as "believes," "expects," "plans," "in
Slide 3: No Offer or Solicitation
NYSE AMERICAN: No Offer or Solicitation This communicationis not intendedto and shall not constitute an offer to buy or sell or the solicitationof an offer to buy If you have any questions about the proposed transaction, you should contact: or sell any securities.or a solicitationof any vote or appr
Slide 4: What Is the Preferred Exchange About?
NYSE AMERICAN: — RHE. 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
Slide 5: Series A Preferred Exchange Offer Overview
RHE NYSE AMERICAN: SERIES A PREFERRED EXCHANGE OFFER OVERVIEW 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 ContactInformatio! Key Terms of New Series B Preferred Security Website www.regionathealthproperti
Slide 6: Series A Preferred Shares Are an Obstacle to Increasing Shareholder Value
RHE NYSE AMERICAN: SERIES A PREFERRED SHARES ARE AN OBSTACLE TO INCREASING SHAREHOLDER VALUE Series A Preferred shares are an impediment to increasing shareholder value foALL scence strat cnet eects SMArCHOME! lS css Preferred Share Overhang OPERATIONS FINANCING STRATEGY = CAN’T cover distributions.
Slide 7: An Exchange Is an Efficient Solution
RHE NYSE AMERICAN: AN EXCHANGE IS AN EFFICENT SOLUTION The Exchange Offer Benefits All Stakeholders The proposed exchange is the most efficient, costefficient way to improve the company’s capital structure which should benefit all stakeholders. v Much less expensive Y¥ Avoids the risks of value dest
Slide 8: Compelling Value Proposition of Exchange
RHE NYSE AMERICAN: COMPELLING VALUE PROPOSITION OF EXCHANGE The Exchange Offer Benefits the Company, its Common Holders and Preferred Holders Benefits for Preferred Holders = Series B becomes senior in capital structure = Contains systematic redemption schedule = Increasing liquidation preference ov
Slide 9: Path to Create Equity Value
RHE NYSE AMERICAN: PATH TO CREATE EQUITY VALUE RHE Series A Preferred Historical Prices $25.00 6 oO Redeem Series Successful B at premium preferred to historical exchange trading level approved $20.00 $15.00 $10.00 Liquidation Preference | Value Created For Preferred Holders 2) Creates common value
Slide 10: Exchange May Create Path to Common Equity Value
RHE NYSE AMERICAN: EXCHANGE MAY CREATE PATH TO COMMON EQUITY VALUE 100% Exchange’ No Exchange Estimated Owned Portfolio Value ? $100 Million $100 Million Less: Secured Debt? $54.2 Million $54.2 Million Estimated Portfolio Equity® $45.8 Million $45.8 Million Less: Preferred Equity Liquidation Prefere
Slide 11: Shareholder Approval Required
RHE NYSE AMERICAN: SHAREHOLDER APPROVAL REQUIRED fo}4 The Exchange Offer will, among other things, be conditioned on: = Two-thirds of outstanding Series A Preferred shares approve certain Charter amendments affecting the rights of the Series A Preferred = Ifthe Charter amendments are adopted, approx
Slide 12: Transaction Timeline
RHE NYSE AMERICAN: TRANSACTION TIMELINE FEBRUARY 2022 MARCH 2022 Ss M T w Th F s s M T w Th F s 1 2 3 4 5 1 2 3 4 5 6 7 8 9 10 11 12 6 7 8 9 10 1 12 13 14 15 16 17 18 19 13 14 15 16 7 18 19 20 21 22 23 24 25 26 20 21 22 23 24 25 26 27 27 2 29 [30 31 February28th Exchange Offer Launched Special Meeti
Slide 13: Corporate Overview
CORPORATE OVERVIEW
Slide 14: Investor Highlights
RHE NYSE AMERICAN: INVESTOR HIGHLIGHTS wal on Portfolio Compelling Market Assets and Strategy to of Properties Trends Unlock Incremental Value = Core portfolio that can grow in a space = Assets trading below construction costs = Diversify portfolio outside of skilled that is dislocated . nursing ass
Slide 15: Core Portfolio of Properties
RHE NYSE AMERICAN: CORE PORTFOLIO OF PROPERTIES 24 Facilities in Five States as of December 31, 2021 15 Seven Independent Operators as of December 31, 2021 More than 2,500 beds Regional Health ‘Operated Regional Health 5% CR. Managed Management 13% Empire 8% Vero Health Management &% Beacon Health ‘
Slide 16: Broad Range of Offerings Along the Senior Housing Continuum of Care
RHE NYSE AMERICAN: BROAD RANGE OF OFFERINGS ALONG THE SENIOR HOUSING CONTINUUM OF CARE Further diversifying our portfolio to include the lower end of the acuity spectrum would reduce reimbursement risk and lower the portfolio cap rate t Current composition x of RHE portfolio g ATTRACTIVE OPPORTUNITI
Slide 17: Market Trends: Attractive Conditions for Strategic Transactions
RHE NYSE AMERICAN: MARKET TRENDS: ATTRACTIVE CONDITIONS FOR STRATEGIC TRANSACTIONS Highly Fragmented Market Dislocation Top 10 property owners own a small fraction : Publicly traded REITs have been net sellers of Senior Housing assets ; of Senior Housing assets ‘i A i ivi i : Shifting Corporate Stra
Slide 18: Macro Trends: Supply / Demand Imbalance in Senior Housing
RHE NYSE AMERICAN: MACRO TRENDS: SUPPLY / DEMAND IMBALANCE IN SENIOR HOUSING Supply and Demand Trends Set Up Well for Investment in Senior Housing SUPPLY DEMAND Construction vs. inventory of Senior Housing assets in Secondary Markets is atthe Lowest level since the Great Financial Crisis(GFC) of 200
Slide 19: Business and Financing Strategies
RHE NYSE AMERICAN: BUSINESS AND FINANCING STRATEGIES Pursing opportunities to leverage our platform and accelerate our business in ways that return value toALL shareholders rai ny B) Improve Existing Portfolio Seize Industry Opportunities Simplify Capital Structure = Continue to work with operators
Slide 20: COVID-19 Deaths per Reported Cases Are Declining
RHE NYSE AMERICAN: COVID-19 DEATHS PER REPORTED CASES ARE DECLINING 1 900,000 USA — New COVID Cases vs. Deaths on 800,000 8000 700,000 7000 600,000 6000 g 500,000 5000 3 S 400,000 4000 300,000 3000 200,000 2000 400,000 1000 0 i) Jan-20 Apr-20 Jul-20 Oct-20 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 —New Cas
Slide 21: Attractive Debt Maturity Profile
RHE NYSE AMERICAN: ATTRACTIVE DEBT MATURITY PROFILE Solvency Risk has been Mitigated through Asset Sales, Debt Payoff/Amortization, Refinancings and Stabilization of Operating Portfolio Debt Maturity Profile + (S in thousands) $37,069 Extremely low Liquidity Risk Minimal Short -term Maturities Mostl
Slide 22: Senior Management Team
RHE NYSE AMERICAN: SENIOR MANAGEMENT TEAM 2 BRENT MORRISON, CFA BENJAMAIN A. WAITES, CPA Chief Executive Officer, President and Director Chief Financial Officer and Vice President = Appointed CEO in March 2019; Interim CEO = Appointed CFO in September 2020 prior to that beginning in October 2017 = P
Slide 23: Headquarters
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 REGIONAL HEALTH PeRFORPSESR I In
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