Regional Health Properties, Inc SC TO-T/A, filed Aug 25, 2025
Regional Health Properties, Inc (RHEP)
AS FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2025
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE TO-T/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
_________________
Regional Health Properties, Inc.
(Exact name of subject company (issuer))
Black Pearl Equities, LLC, Offeror
(Name of filing person)
Common Stock, CUSIP #75903M309
(Title of class of securities)
_________________
Abraham Schwartz, President
Black Pearl Equities, LLC
901 Myrtle Avenue
Brooklyn, New York 11206
Phone: (212) 235-1367
E-mail: to@blackpearlequities.com
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
WITH COPIES OF ALL CORRESPONDENCE TO:
Thomas C. Cook, Esq.
The Law Offices of Thomas C. Cook
10470 W. Cheyenne Avenue Suite 115, PMB 303
Las Vegas, Nevada 89129
Phone: (702) 524-9151
E-mail: tccesq@aol.com
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ third party tender offer subject to Rule 14d-1
☐ issuer tender offer subject to Rule 13e-4
☐ going private transaction subject to Rule 13e-3
☐ amendment to Schedule 13D under Rule 13d-2 .
☒ Check the box if the filing is a final amendment reporting the results of the tender offer.
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
SCHEDULE TO
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule
TO”) originally filed with the U.S. Securities and Exchange Commission on July 17, 2025, by Black Pearl Equities, LLC, a New York
limited liability company (the “Offeror”). The Schedule TO relates to the Offeror’s tender offer (the “Offer”)
to purchase up to 49.9% of the outstanding shares of common stock (the “Shares”) of Regional Health Properties, Inc., a Georgia
corporation (the “Company”), at a price of $4.25 per Share in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated July 17, 2025 (the “Offer to Purchase”), and in the related Letter of Transmittal,
as each may have been amended or supplemented.
This Amendment No. 1 is the final amendment to the Schedule TO and is being filed to report that the Offer has been terminated. The Offeror
has determined to terminate the Offer, without accepting any Shares for purchase, as a result of the occurrence of conditions to the
Offer that have not been satisfied. Specifically, the decision to terminate the Offer is based on the occurrence of certain contingencies
described in the Offer to Purchase, including: (A) the completion of a merger between the Company and SunLink Health Systems, Inc.; (B)
the announcement of a disposition of a significant asset by the Company. Each of the foregoing events falls within the contingencies
disclosed in the Offer to Purchase (and referenced in the original Schedule TO), including the condition permitting termination upon
“a proposed, announced, or consummated significant corporate structure change (including, without limitation, a merger or disposition
of significant corporate assets)”; the Offeror has not waived these conditions and has accordingly exercised its right to terminate
the Offer.
Accordingly, the Offeror has exercised its right to terminate the Offer. No Shares have been or will be purchased in the Offer, and any
Shares previously tendered and not withdrawn will be promptly returned to the tendering stockholders in accordance with the requirements
of Rule 14e-1(c) under the Securities Exchange Act of 1934.
Except as expressly set forth in this Amendment No. 1, all terms and conditions of the Offer as previously disclosed in the Schedule TO and the Offer to Purchase remain unchanged.
Item 12. Exhibits
Exhibit Table
| (a)(5)(A) | Press Release issued by Black Pearl Equities, LLC, dated August 21, 2025 |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 22, 2025
| BLACK PEARL EQUITIES, LLC | |
By:/s/ Abraham Schwartz | |
| Abraham Schwartz Chief Executive Officer, President and Director |
Exhibit (a)(5)(A)
FOR IMMEDIATE RELEASE
Black Pearl Equities terminates tender offer for Regional Health Properties
Decision follows SunLink merger and announced
asset-disposition agreement; firm also cites recent quarterly results; no shares to be purchased.
Brooklyn, NY — August 22, 2025. Black Pearl Equities, LLC (“Black Pearl”) said it has withdrawn and terminated its
cash tender offer to acquire up to 49.9% of the outstanding common stock of Regional Health Properties, Inc. at $4.25 per share.
Black Pearl said the termination relies on pre-disclosed offer conditions permitting termination upon a “proposed, announced, or
consummated significant corporate structure change (including, without limitation, a merger or disposition of significant corporate assets).”
The firm cited the completion of the SunLink merger and the announcement of a significant asset-disposition agreement (not yet closed)
as events falling within that condition. Under the same terms, any tendered shares are to be returned to shareholders.
No shares have been or will be purchased. To the extent any shares were tendered, such shares will be promptly returned in accordance
with the Offer to Purchase.
Background on the offer
Black Pearl’s tender offer sought to purchase up to 1,118,877 shares of RHE common stock at $4.25 per share in cash, subject
to the terms and conditions set forth in the Offer to Purchase and related materials.
Contact:
Black Pearl Equities, LLC
(212) 235-1367
to@blackpearlequities.com
For details regarding the tender offer and its withdrawal, please refer to Black Pearl’s original Schedule TO (filed July 17, 2025), the Offer to Purchase dated July 17, 2025, the related Letter of Transmittal, and Amendment No. 1 to Schedule TO-T/A reporting the withdrawal. These and other documents are available via the SEC’s EDGAR system. This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. Forward-looking statements are subject to risks and uncertainties; actual outcomes may differ materially.
Abe Schwartz
Chief Executive Officer & President
Black Pearl Equities, LLC