Regional Health Properties, Inc. · OTC:RHEP
Regional Health Properties — Merger or Acquisition (May 2023)
21 slides from Regional Health Properties's merger presentation, May 25, 2023
Slide 1: Series A Preferred Share Exchange for New Series B Preferred
= ~ Exhibit 99.2 — SERIES A PREFERRED SHARE EXCHANGE FOR NEW SERIES B PREFERRED
Slide 2: Forward-Looking Statements
NYSE AMERICAN: RHE FO RWARD-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," "pla
Slide 3: No Offer or Solicitation
NYSE AMERICAN: RHE No Offeror Solicitation “Ths presentation is not intended to and shall nat constitute an offer to buy or sell or the solictation of an offerte buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any juriscietion in wh
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 new Series B Preferred Shares. Improving market conditions may create opportunities to use common stock as currency to grow into the industry dislocation cause
Slide 5: Series A Preferred Exchange Offer Overview
NYSE AMERICAN: RHE SERIES A PREFERRED EXCHANGE OFFER OVERVIEW RHE is launching an offer to all holders of Series A Preferred shares to exchange into new Series B Preferred shares at an exchange ratio of 1:1 Contact Information Key Terms of New Series B Preferred Security Website wwwrregionathealthpr
Slide 6: Series A Preferred Shares Are an Obstacle to Increasing Shareholder Value
NYSE AMERICAN: RHE SERIES A PREFERRED SHARES ARE AN OBSTACLE TO INCREASING SHAREHOLDER VALUE Series A Preferred shares are an impediment to increasing shareholder value for ALL hareholders. ° Preferred Share Overhang OPERATIONS FINANCING STRATEGY wv ¥v "CAN'T cover distributions... + CAN'T raise equ
Slide 7: An Exchange Is an Efficient Solution
NYSE AMERICAN: RHE AN EXCHANGE IS AN EFFICENT SOLUTION The Exchange Offer Benefits All Stakeholders The proposed exchange is the most efficient, cost-efficient way to improve the company’s capital structure which should benefit all stakeholders. v_ Much less expensive Avoids the risks of value destr
Slide 8: Compelling Value Proposition of Exchange
NYSE AMERICAN: RHE COMPELLING VALUE PROPOSITION OF EXCHANGE Benefits for Preferred Holders " Series B becomes senior in capital structure * Contains systematic redemption schedule = Increasing liquidation preference over time * Increases probability the preferred class gets redeemed * Director nomin
Slide 9: Path to Create Equity Value
NYSE AMERICAN: RHE PATH TO CREATE EQUITY VALUE HE Series A Preferred Historical Prices $2500 $2000 premium to historical exchange trading level approved $1500 ‘$10 Liquidation Preference $1000 | Value Created For Preferred Holders - val allows RHP s the capital $5.00 $0.00 Sf FLEE EEE PEE —Price Liq
Slide 10: Exchange May Create Path to Common Equity Value
NYSE AMERICAN: RHE EXCHANGE MAY CREATE PATH TO COMMON EQUITY VALUE Common Holders May Benefit From the Reduced Preferred Liquidation Preference Estimated Owned Portfolio Value? $95 Million $95 Million Less: Secured Debt? $51.5 Million $51.5 Million Estimated Portfolio Equity® $43.5 Million $43.5 Mil
Slide 11: Shareholder Approval Required
NYSE AMERICAN: RHE SHAREHOLDER APPROVAL REQUIRED Both Preferred & Common Shareholders Need to Vote in Favor of the Exchange fog The Exchange Offer will, among other things, be conditioned on: = Two-thirds of outstanding Series A Preferred shares approve certain Charter amendments affecting the right
Slide 12: Transaction Timeline
NYSE AMERICAN: RHE TRANSACTION TIMELINE MAY 2023 JUNE 2023 le s s M T Ww Th F Ss s M T Ww Th 1 2 3 4 5 6 1 2 3 7 8 9 10 11 12 13 4 5 6 7 8 8 10 14 15 16 7 18 19 20 11 12 13 14 15 16 17 21 22 23 24 26 27 18 19 20 21 22 23 24 28 29 30 31 25 2% | 7 | 2 2930 May 25th Exchange Offer Launched Special Meet
Slide 13: Corporate Overview
CORPORATE OVERVIEW
Slide 14: Investor Highlights
NYSE AMERICAN: RHE INVESTOR HIGHLIGHTS Portfolio of Properties 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 ig Company Investing at Compelling Market Trends Assets tradi
Slide 15: Core Portfolio of Properties: Facilities in Five States
NYSE AMERICAN: RHE CORE PORTFOLIO OF PROPERTIES 13 Facilities in Five States 1s of March 31, 2023 oe 8 Seven Independent Operators 0s of Merch 31, 2023 More than 1,300 beds ak Hollow boise Health Care a ‘Management id Aspire Vero Health 10% Regional Management Partners 8% 31% cr. ‘Management 18% Reg
Slide 16: Broad Range of Offerings Along the Senior Housing Continuum of Care
NYSE AMERICAN: RHE BROAD RANGE OF OFFERINGS ALONG THE SENIOR HOUSING CONTINUUM OF CARE t Current composition 3 ATTRACTIVE OPPORTUNITIES TO DIVERSIFY pallial aabskal ” | H = ‘Skilled Nursing 3 actsnns | | “EE Ew g (AL) Independent Senior Living Living 55+ (IL) 3 8 fw LOW - private pay ————=—=—=_ Reim
Slide 17: Macro Trends: Supply / Demand Imbalance in Senior Housing
NYSE AMERICAN: RHE MACRO TRENDS: SUPPLY / DEMAND IMBALANCE IN SENIOR HOUSING Supply and Demand Trends Set Up Well for Investment in Senior Housing v Construction vs. inventory of Senior Housing assets in Secondary Markets is at the lowest level since the Great Financial Crisis(GFC) of 2009 Target ma
Slide 18: Business and Financing Strategies
NYSE AMERICAN: RHE BUSINESS AND FINANCING STRATEGIES Pursing opportunities to leverage our platform and accelerate our business in ways that return value to ALL shareholders vy § Improve Existing Portfolio Seize Industry Opportunities Simplify Capital Structure = Continue to work with operators = Op
Slide 19: Attractive Debt Maturity Profile
NYSE AMERICAN: RHE ATTRACTIVE DEBT MATURITY PROFILE Debt Maturity Profile? (Sin thousands) $37,412 $8,540 $1,477 $1,507 $2,175 il $1,435 = = | = 2023 2024 2025 2026 2027 Thereafter 19° Boor $a of wand ecu and dared rang cst Extremely low oe Short-term Maturities a Fixed Rate [RIREGIONAL HEALTH
Slide 20: Senior Management Team
NYSE AMERICAN: RHE SENIOR MANAGEMENT TEAM BRENT MORRISON, CFA Paul O’Sullivan, CPA, CFA Chairman, Chief Executive Officer and President Senior Vice President of Finance = Appointed CEO in March 2019; Interim CEO = Joined the team at Regional Health Properties prior to that beginning in October 2017
Slide 21: Headquarters
HEADQUARTERS Regional Health Properties 454 Satellite Blvd. NW, Suite 100 Suwanee, GA 30024 info@regionalhealthproperties.com (678) 869-5116 INVESTOR Contact Brent Morrison, CFA Brent. Morrison@regionalhealthproperties.com (678) 368-4402
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