Regional Health Properties Completes Merger with Former Parent, AdCare Health Systems

Staff Report From Metro Atlanta CEO

Tuesday, October 3rd, 2017

Regional Health Properties, Inc. announced the successful completion of the previously announced merger with its former parent, AdCare Health Systems, Inc. The merger ensures the effective adoption of charter provisions restricting the ownership and transfer of the company's common stock. Adoption of these charter provisions positions the company to regain compliance with certain NYSE American continued listing standards regarding stockholders' equity and will better position the company to comply with certain U.S. federal income tax rules applicable to real estate investment trusts to the extent such rules apply to the company's common stock (if the company's board of directors determines in the future that qualifying for and electing REIT status would be in the best interests of the company and its shareholders in light of various factors, including the structural and operational complexities which would need to be addressed before the company could qualify as a REIT).

As a result of the merger, among other things: (i) shareholders of AdCare automatically became shareholders of Regional Health Properties, which is the surviving company in the merger; and (ii) Regional Health Properties succeeded to the assets and assumed the liabilities of, and continues the business of, AdCare immediately prior to the merger. The common stock and 10.875% Series A Cumulative Redeemable Preferred Shares of Regional Health Properties will trade on the NYSE American under the symbols "RHE" and "RHEpA", respectively, commencing on October 2, 2017.