Sunlink Health Systems (SSY) 銘柄情報

Regional Health Properties And Sunlink Health Systems To Merge In An All-Stock Transaction (1/06/25)

Enhances Opportunity to Increase Shareholder Value

Significantly Strengthens Balance Sheet

Expands Regional Board with the Addition of Two Highly Qualified Industry Veterans

Regional Health Properties, Inc. (“Regional”) (NYSE American: RHE) (NYSE American: RHE-PA) and SunLink Health Systems, Inc. (“SunLink”) (NYSE American: SSY) jointly announced today that they have entered into a definitive agreement and plan of merger (the “merger agreement”), pursuant to which SunLink will merge with and into Regional (the “merger”) in exchange for the issuance of an aggregate of 1,410,000 shares of Regional common stock and 1,410,000 shares of Regional’s newly-authorized Series D 8% Cumulative Convertible Redeemable Preferred Stock with a liquidation preference of $10 per share. The merger has been approved unanimously by each company’s board of directors and completion of the transaction is subject to the receipt of the approvals of the shareholders of both Regional and SunLink, regulatory approvals and satisfaction of customary closing conditions.

Brent S. Morrison, Regional’s Chairman and Chief Executive Officer, stated: “This merger will create a combined company with a stronger balance sheet and greater scale. In addition, by combining SunLink’s complementary assets with Regional’s platform of healthcare facilities, the combined company will be well-positioned for future growth.”

Robert M. Thornton, Jr., SunLink’s Chairman and Chief Executive Officer, stated: “SunLink has been seeking a merger partner that would benefit from our complementary pharmacy business, cash and balance sheet that has no debt. We believe the combination of SunLink with Regional, whose assets consist of established skilled nursing and senior living facilities offers, the opportunity for increased value to both the SunLink and Regional shareholders.”

Highlights

Regional has agreed to provide for each five (5) SunLink common shares (i) one share of Regional common stock and (ii) subject to adjustment pursuant to the terms and conditions of the merger agreement, one share of Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (“Regional Series D Preferred Stock”); other than SunLink dissenting shares and shares to be cancelled in accordance with the terms and conditions of the merger agreement. As a result of the transaction, SunLink shareholders will own approximately 43.0% of the combined company.

As of December 31, 2024, SunLink had approximately $17.6 million in total assets and no long-term debt.

Regional expects pre-tax cost synergies of approximately $1.0 million by the end of its fiscal 2026 and believes that additional operating synergies may be achievable upon completion of the merger and integration of the companies.

The board of the combined company will add two experienced industry veterans: C. Christian Winkle and Scott Kellman.

The transaction is expected to be completed in the spring of 2025, subject to the satisfaction of customary closing conditions.

The transaction has been unanimously approved by the boards of directors of both Regional and SunLink.

Summary of the Transaction

Consideration

Subject to the terms and conditions of the merger agreement, for each five shares of SunLink common stock (other than dissenting shares and shares to be cancelled in accordance with the terms and conditions of the merger agreement), Regional will issue (i) one share of Regional common stock and (ii) subject to adjustment pursuant to the terms and conditions of the merger agreement, one share of Regional Series D Preferred Stock. Based on the current number of shares of Regional common stock and SunLink common stock outstanding, Regional expects to issue approximately 1,410,000 shares of common stock as well as approximately 1,410,000 shares of Series D Preferred Stock to SunLink’s shareholders in the transaction. Each three shares of Regional Series D Preferred Stock are convertible into one shares of Regional common stock at the holder’s option and mandatorily by Regional if certain future conditions are met. As a result of the transaction, SunLink shareholders will own approximately 43.0% of the combined company. No fractional shares will be issued in the transaction. In addition, upon shareholder approval of the merger, SunLink may pay, subject to available cash and expected cash requirements for closing, a one-time, special dividend to its shareholders.

The Regional Series D Preferred Stock will be a new series of Regional preferred stock that will rank junior to the 12.5% Series B Cumulative Redeemable Preferred Shares of Regional. The Regional Series D Preferred Stock will have an initial liquidation preference of $10.00 per share and an initial dividend rate of 8% per annum, each subject to adjustment as set forth in the articles of amendment establishing the series. Beginning on July 1, 2027, holders of issued and outstanding Series D Preferred Stock shall be entitled to receive, when, as and if approved by the Regional board of directors out of funds of Regional legally available for the payment of distributions and declared by Regional, cumulative preferential dividends, subject to the terms and conditions of the articles of amendment establishing the series. Each three shares of Regional Series D Preferred Stock are convertible into one share of Regional common stock at the holders’ option and mandatorily if Regional meets certain future conditions.

Leadership, Corporate Governance and Headquarters

The combined company will be led by a proven management team that reflects the strengths and capabilities of both organizations. Upon closing of the transaction, Brent S. Morrison, CFA, President and Chief Executive Officer of Regional, will serve as President and Chief Executive Officer of the combined company and Robert M. Thornton, Jr., President and Chief Executive Officer of SunLink, will serve as Executive Vice President – Corporate Strategy of the combined company. Mark Stockslager, Chief Financial Officer of SunLink, will serve as Chief Financial Officer of the combined company.

Following closing of the transaction, the newly formed board of directors of the combined company will be chaired by Mr. Morrison and consist of at least six directors, including two existing Regional directors and two existing SunLink directors. In addition, C. Christian Winkle and Scott Kellman will join the board of the combined company once the merger is completed.

C. Christian Winkle was most recently the Chief Executive Officer of Sunrise Senior Living (“Sunrise”). Prior to Sunrise, Mr. Winkle was Chief Executive Officer of MedQuest and SavaSeniorCare/Mariner Health. Mr. Winkle currently serves as a board member of Beazer Homes (NYSE: BZH), a publicly traded homebuilder, Direct Supply, a private/employee owned supply chain/applied technology company, and RD Merrill, the owner of Merrill Gardens, the operator of 70 senior housing communities.

Scott Kellman formerly served as Chairman and Chief Executive Officer of American Eagle Lifecare Corporation, a not-for-profit provider of senior living services. Previously, he was the Chief Executive Officer of Care Investment Trust and a Managing Director and Head of Real Estate with CIT Healthcare. Mr. Kellman served as Senior Vice President at Healthcare Property Investors, Inc. where he was responsible for directing HCP’s business development activities. He also served as Senior Vice President, Treasurer of Tenet Healthcare Corporation (“Tenet”) where he managed Tenet’s real estate and oversaw its corporate finance and cash management functions. Mr. Kellman was Chief Operating Officer of Omega Healthcare Investors, Inc. where he acquired and provided debt financing for healthcare real estate properties.

The combined company will be headquartered in Atlanta, Georgia.

Approvals and Closing

The merger is expected to close in the spring of 2025, following receipt of the approvals of the shareholders of both Regional and SunLink, regulatory approvals and satisfaction of customary closing conditions. The transaction is not expected to trigger any change of control provision under Regional’s outstanding mortgages.

Advisors

Harpeth Capital, LLC is acting as financial advisor and Troutman Pepper Locke LLP is acting as legal advisor to Regional. Smith, Gambrell & Russell, LLP is acting as legal advisor to SunLink.

About Regional Health Properties

Regional Health Properties, Inc., headquartered in Atlanta, Georgia, is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. For more information, visit https://www.regionalhealthproperties.com.

About SunLink

SunLink, headquartered in Atlanta, Georgia, is the parent company of subsidiaries that own and operate Carmichael’s Cashway Pharmacy. For more information, visit https://www.sunlinkhealth.com.

https://www.globenewswire.com/news-release/2025/01/06/3004488/0/en/REGIONAL-HEALTH-PROPERTIES-AND-SUNLINK-HEALTH-SYSTEMS-TO-MERGE-IN-AN-ALL-STOCK-TRANSACTION.html

Grab silently before investors rush to get in this small cash rich stock

Open the cellar doors before this crushes them, Pumpers made what they needed now bowing out. wait till the DUST settles see where we begin tomorrow!
JUST FROM MY OBSEVATIONS! The cash is there they just have to find an INCOME MAKER TO Merge or outright buy!

SSY $1.70s + 120%

SSY $1.90 + 140%

The SUN is shining $1.48 + 90-%

Wow no one following this one rea

dy to breakout

What happened, filled @ $2.39

dip added some 2.47

bottom of coil loading more here $2.52

bidding more today & tomorrow

Chugga Chugga choo choo MF'er $SSY

chart is super bullish

Damn, that was 8 years ago..

IMO

Looks super ready and popped up a hair

ssy ***Coil about to pop *** https://stockcharts.com/h-sc/ui?s=ssy

Looks prime, still in Baby!

*** $2.57 Buy Confirmed Today ***—> https://www.americanbulls.com/m/SignalPage.aspx?lang=en&Ticker=SSY

Keep marching North Baby

Puppies on the move!

Just bought some Ashl

Who's buying now? Chart is a Monsta!

$3.05 buy confirmed @~> https://www.americanbulls.com/m/SignalPage.aspx?lang=en&Ticker=SSY

You still here watch it tomorrow

Ssy bullish $3.03 https://stockcharts.com/h-sc/ui?s=Ssy

* * $SSY Video Chart 05-05-2021 * *

Link to Video - click here to watch the technical chart video

And Wednesday delivers.....

SSY

$NMRD $SSY $ISNS BOOM WATCH OUT FOR THAT 2PM TRAIN SHORTS CAUSE ITS COMING & NOT STOPPING TO PICK UP SHORT PASSENGERS LOL

* * $SSY Video Chart 03-16-2021 * *

Link to Video - click here to watch the technical chart video

$SSY is screaming for the top after announcing an expansion of one of its hospitals. The gains may just be starting. https://cnafinance.com/ssy-stock-heres-why-sunlink-health-systems-is-flying/

Sunlink Health Systems Inc
Shares Outstanding
6,899,321

Float
4.52M

Insider Ownership
29.08%

Insitutional Ownership
32.20%

Joke Offer. PROOF below.

On February 8, 2017:

"As of 5:00 p.m. Eastern time on February 8, 2017, 1,036,239 common shares have been tendered and not withdrawn."

Final Results from February 24, 2017:

"SunLink accepted for purchase a total of 280,558 common shares at a purchase price of $1.50 per share, for an aggregate purchase price of $420,837."

What a joke that offer was and the amount of shares tendered confirms this.

Well, I understand that management would like to make something on the whole process.

It's just that they look to make $10+ Million that makes it sickening.

If they offered $2 or $2.25, I would have considered it fair.

Yeah, it would have given them a good pay day after it was all said and done, but what they did was try and steal the company.

There is very little risk in waiting to see what further asset sales bring when management only offers $1.50 per share.

The company has proven that they have depreciated (or written down) assets below market value on their balance sheet.

Maybe this isn't a sexy play that will jump 1,000% in a short time but it seems pretty likely that we will see over $2 shortly.

Always good to have a few things going at the same time.

KOmani, the tender offer has been extended to 2/24/2017

So as of today, no shares have been officially tendered and closed out. The share count as of today is still 9,444,000

One has until 2/24/2017 to withdraw any shares tendered.

It is my feeling that a lot of the shares put up for tendering will be withdrawn.

I think that by Friday the shares tendered well be less than 1M

Why tender shares at 1.50 and they are trading at 1.69 and are worth north of 2.72

Management is trying to pull a fast one.

Like you said, the offer is a JOKE!

Someone should explain the meaning of fiduciary to management and the board.

Today, 2/21/2017, SunLink closed at $1.69, 19 cents above the tender offer. On 2/14/2017 they issued their 10Q for the period ending 12/31/2016. The book value of the company as of 12/31/2016 is $2.72 per share, $1.22 above the tender offer. And we all know that with the possible future sale of the pharmacy business of about $10M to $12M, and all of the other buildings and property that the company owns since 2001, along with the licenses, the FMV of the company is far north of the $2.72 per share.

Note that this unfair unreasonable tender offer of $1.50 made by the Management Team and the Board of SunLink Healthcare Systems Inc has made this tendering very difficult for the non-affiliated shareholders. Meaning that, this gun to the head offer, take this offer or the affiliated shareholders are going private, underground, going dark, with non-tradable shares, is just plain wrong.

Also note:

1,036,239 shares were tendered at $1.50

So, yes, shareholders equity declined $1,554,358.50

But shares outstanding declined 1,036,239

In other words, the adjusted shareholders equity is 24,109,641.50
(estimate)

While number of shares outstanding is now: 8,407,169

This give a book value of about $2.87

Management was greedy with it's $1.50 offer and now I will be even greedier in terms of what I want to tender my shares.

$2.25-$2.50 is more appropriate at this time and that may still leave quite a bit on the table.

I am ok to leave management with something, but offering $1.50 was an insult I couldn't support.

From the Second Quarter Financials:

Shareholders Equity: $25,664,000
Number of shares outstanding: 9,443,408

Book Value per share: $2.71

Seems higher than $1.50 offered.

Of course, management only give 124,402 of their shares for the offer while they own over 6 Million shares.

What a joke.

If the offer was close to fair, their would be more people willing to give up their shares.

If they offered $2 or $2.25 I would let them have mine and let them keep their hidden added value (ie. some assets are worth more than the book value).

The $1.50 offer is just theft.

Management knows that it was theft.

What a joke offer by management.

$1.50 per share?

Back of napkin math says $22.561 Million shareholders equity at 9/30 and then they sold another property for $2.400 Million net gain.

This give $24.961 Million shareholders equity.

Given that there is still 9.443 Million shares outstanding ...

The book value is $2.64/share.

I haven't posted much here, but as predicted management seems interested in their own.

Still carrying shares, but it's a slow process to get decent value.

I believe management will eventually raise offer to $2.00

Given that there is 9.443 Million shares outstanding, that means they would still make close to $6 Million.

And that's assuming that the market value of the rest of their portfolio is close to book. Given that the last 2 sales suggest they are undervalued, $6 Million would be on the low end.

Management wants to make out like bandits.

I suspect that this will go private during 2017 (2018 seems faint) and that management will retire happy.

I still like this stock.

The problem is that the company seems stubborn to sell itself off.

This limits the upside as there is little chance that someone will buy-out shareholders.

Anyone can do a quick analysis and see this trades far under book value.

I was hoping for some kind of significant dividend, but it seems that management is content to just run this.

It's disappointing, but there is still opportunity here.

It's just not immediate and the price may fade.

Not the most interesting stock, but I will still keep an eye on it.

As always, never put all your money into one trade.

SSY bullish 1.31

macd or ppo stays above 0 during consolidation / support testing / stop order hunting by the market



normal chart


log chart

The Annual Report was released on Friday.

On the report they have listed the August sold assets at $7.633 Million.

At this point, it's time to update the math in the intro ... as of June 30

Total Shareholders’ Equity was $19,489,000 (Compared with $20,759,000)

As there has been no dilution, the number of shares outstanding is 9,443,408.

Quick math suggested that the book value was $2.06 (Compared with previous $2.19)

The effect of the news is to increase the Shareholder's equity by approximately $7,000,000 (unchanged at this point.)

As such, the adjusted shareholders' equity is $26,489,000 (Compared with $27,759,000)

Again, no dilution, so the number of shares outstanding is still 9,443,408.

This suggests an Adjusted Book Value of $2.80/share (previously $2.94/share).

This week they gave Directors some nice options.

I expect the annual report to come out shortly, but not sure if the company is going to announce a stock buyback.

Sadly, I doubt a dividend is coming, but not much I can do against management who want to keep money rather than distribute to shareholders.

Would love to be surprised, but don't expect much.

Still holding a small position.

I am still holding my shares, however, when I tried to contact the company, it didn't go anywhere.

Annual report is expected this month, but I am not sure that management and shareholders are on the same page.

As management, do you want to give, say, a $0.50 Dividend to everyone or do you want to give yourself a raise and keep the money for next year's pay and obvious raise?

Sadly, my enthusiasm for the management isn't the greatest.

Still hoping for shareholders to get some nugget, but not sure it's going to happen.

SSY bullish 1.19

close crossup ema8 t-line scan

Nice shake and bake (rise) happening.

Shorts still hoping for large orders to hit the bid.

Nice dip to see if any stops were around $1.30

Peek-a-boo action. Just like last week under $1.10

Looking for check mark action.

Dip to catch people using stops and then perhaps staying over $1.50

News moving the stock is in the intro.

Someone has been buying and I think the news may have something to do with it.

As always do your own due diligence.

Hello all, I placed the relevant news and it's possible affect on the book value in the iBox.

As mentioned, it's purpose is to give a quick idea on what may be moving the stock price.

I hope everyone can enjoy their weekend.

If anyone has some thoughts, speak up and maybe you will be heard.


Pretty quiet board.

Shorts dropped this on less than 20k volume.

Kind of sad that they couldn't cover as most have read the news and understand the revised book value is close to $3 per share.