SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
_______________________
REGIONAL HEALTH PROPERTIES, INC.
(Name of Issuer)
10.875% Series A Cumulative Redeemable Preferred Stock
(Title of Class of Securities)
75903M200
(CUSIP Number of Class
of Securities)
_______________________
Charles L. Frischer
3156 East Laurelhurst Drive
Seattle, WA 98105
(917) 528-1465
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (continued on next page(s)) | Page 1 of 7 |
13D
| CUSIP No. 75903M200 | Page 2 of 7 |
| 1 |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Charles Frischer I.R.S. I.D. No. |
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| 2 |
Check the Appropriate Box if a Member of a Group *
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(a) ☒ (b) ☐
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| 3 |
SEC Use Only
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| 4 |
Sources of Funds *
PF |
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| 5 |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
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☐ | |
| 6 |
Citizenship or Place of Organization
USA |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
468,673 |
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| 8 |
Shared Voting Power
- 0 - |
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|
9
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Sole Dispositive Power
468,673 |
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10
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Shared Dispositive Power
- 0 - |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
468,673 |
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| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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☐ | |
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13
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Percent of Class Represented by Amount in Row (11)
16.7% |
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| 14 |
Type of Reporting Person*
IN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
| CUSIP No. 75903M200 | Page 3 of 7 |
| 1 |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Libby Frischer Family Partnership I.R.S. I.D. No. |
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| 2 |
Check the Appropriate Box if a Member of a Group *
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(a) ☒ (b) ☐
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| 3 |
SEC Use Only
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| 4 |
Sources of Funds *
WC |
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| 5 |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
|
☐ | |
| 6 |
Citizenship or Place of Organization
USA |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
11,000 |
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| 8 |
Shared Voting Power
- 0 - |
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9
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Sole Dispositive Power
11,000 |
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|
10
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Shared Dispositive Power
- 0 - |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,000 |
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| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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☐ | |
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13
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Percent of Class Represented by Amount in Row (11)
0.4% |
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| 14 |
Type of Reporting Person*
PN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
| CUSIP No. 75903M200 | Page 4 of 7 |
This Amendment No. 9 to Schedule 13D (this “Amendment”) amends certain information contained in the Schedule 13D filed jointly by Charles Frischer and the Libby Frischer Family Partnership, a New York partnership, on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on August 27, 2018, as amended by Amendment No. 2 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 3, 2018, as amended by Amendment No. 3 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on January 2, 2018, as amended by Amendment No. 4 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 4, 2019, as amended by Amendment No. 5 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on June 2, 2021, as amended by Amendment No. 6 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on July 1, 2021, and as amended by Amendment No. 7 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on March 7, 2022, as amended by Amendment No. 8 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on December 7, 2022 with respect to their interests in shares of 10.875% Series A Cumulative Redeemable Preferred Stock, no par value of Regional Health Properties, Inc., a Georgia corporation (the “13D”). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
Item 3. Source and Amount of Funds of Other Consideration.
Item 3 is amended by adding the following:
Charles Frischer purchased 33,758 Shares in the aggregate from December 23, 2022 through January 17, 2023 for an aggregate purchase price of $99,414.20. Mr. Frischer used his personal funds to acquire these Shares.
Item 4. Purpose of Transaction:
Item 4 is amended by adding the following paragraph:
On March 1, 2023, Charles Frischer sent a letter to Brent Morrison, The Chief Executive Officer and President of the Issuer, response to the draft S-4 Registration Statement the Issuer filed on February 14, 2023 (the “Registration Statement”). In such letter, Mr. Frischer notified the Issuer of that he would not support the proposed exchange offer without the inclusion of additional change in control language to protect Series A Preferred holders in the event of a change in control transaction. A copy of Mr. Frischer’s letter is attached as an Exhibit to this Amendment.
Item 5. Interest of Securities of the Issuer.
Item 5 is amended as follows:
(a) and (b) Beneficial ownership
13D
| CUSIP No. 75903M200 | Page 5 of 7 |
As of the date of this Amendment No. 9 to Schedule 13D, the Partnership directly owns 11,000 Shares representing 0.4% of the total outstanding shares. As of the date of this Schedule 13D, Mr. Frischer directly or through his IRA owns 468,673 Shares and he is the sole general partner of the Partnership. Accordingly, Mr. Frischer indirectly beneficially owns 479,673 Shares representing approximately 17.1% of the outstanding Shares. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding Shares based on a total of 2,811,535 Shares outstanding on November 11, 2022, which amount is derived from amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2022.
By virtue of their status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the Shares owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares owned by the other Reporting Persons other than the Shares owned by the Partnership, which Mr. Frischer does not disclaim beneficial ownership.
Mr. Frischer has sole voting power and sole investment power with respect to 479,673 Shares.
(c) Transactions during the past sixty days
Information with respect to each of the Reporting Persons transactions effected during the past 60 days are set forth on Annex A hereto.
(d) Right to receive dividends or proceeds
Not applicable.
(e) Beneficial ownership of less than five percent
Not applicable.
Item 7. Materials to be Filed as Exhibits.
| 1. | Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D |
| 2. | Letter to the Issuer dated March 1, 2023-Filed herewith |
13D
| CUSIP No. 75903M200 | Page 6 of 7 |
Signatures
After reasonable 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.
Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.
Dated as of: March 1, 2023
| /s/ Charles Frischer | |||
| Charles Frischer | |||
| LIBBY FRISCHER FAMILY PARTNERSHIP | |||
| By: | /s/ Charles Frischer | ||
| Charles Frischer | |||
| General Partner | |||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
13D
| CUSIP No. 75903M200 | Page 7 of 7 |
ANNEX A
Schedule of Transactions in Preferred Shares of the Issuer
During the Past 60 Days
Libby Frischer Family Partnership
None
Charles Frischer
| Date of Transaction | Quantity Purchased | Price per Share |
| 12/23/2022 | 1,700 | $2.31 |
| 12/27/2022 | 6,158 | $2.79 |
|
12/28/2022 |
2,900 |
$2.87 |
| 12/29/2022 | 4,400 | $2.76 |
| 12/30/2022 | 10,606 | $3.00 |
| 01/12/2023 | 700 | $3.10 |
| 01/17/2023 | 7,294 | $3.27 |
| (1) | All purchases were effected through open market or privately negotiated transactions. |
Charles Frischer
3156 East Laurelhurst Drive, NE Seattle, WA 98105
917-528-1465
March 1, 2023
Mr. Brent Morrison CEO and President
Regional Health Properties, Inc. 454 Satellite Boulevard
Suite 100
Suwanee, GA 30024 Dear Mr. Morrison:
This letter is in response to the draft S-4 Registration Statement the company filed on February 14, 2023.
As you know, I am a large owner of the 10.875% Series A Cumulative Redeemable Shares (the “Series A Preferred”). I own, and or control, 479,673 Series A Preferred shares, or 17.01% of the outstanding Series A Preferred. I have held Series A Preferred shares for more than 6 years, going back before you were even CEO. I believe I am the largest Series A Preferred shareholder. I also own more than 77,000 shares of common stock or 4.39% of that class.
There are currently 2,811,535 Series A Preferred shares outstanding. They were issued at $25 and have a liquidation preference of $25 per share plus accrued and unpaid dividends. The liquidation preference of $25 per share times 2,811,535 is $70,288,000. That does not include the accrued and unpaid dividends of more than $40,000,000 as of the end of 2022. So in total, at the end of 2022, the Series A Preferred shares have a liquidation preference in excess of $110,000,000. This is the amount which would need to be satisfied before the common shares are entitled to a dividend on any proceeds. In the parlance of finance, the common shares are woefully “out of the money” under the existing capital stack.
After significant negotiations, I supported last year’s potential Exchange Offer and so did the required 2/3 majority of the Series A Preferred holders. Unfortunately the company could not get the required 50%+ vote from its common shareholders to approve a transaction which essentially offered a free, discounted, option on the preferred at no cost to the common shareholders.
The company has proposed a new Exchange Offer on almost the exact same terms as last year. I understand that notwithstanding the deterioration in the Company’s operating performance many holders of the Series A Preferred appear, as I did, to support that deal without any modifications to account for the increased risk. At Regional’s expense, you provided funds for a review of the document by attorneys representing the preferred holders. These attorneys, Hunton Andrews Kurth, have made it clear that in the last year, based upon events at Wheeler Real Estate and Cedar, additional change of control language is required to protect the Series A Preferred holders from being stranded or subverted in a change in control transaction. I have provided you that language and I have told you that without that modified language, I cannot and will not support this new Exchange Offer. That said, if you add the modified language that I provided, I will fully support this latest Exchange Offer.
My hope and expectation is that the company will agree to these important changes to the Exchange Offer and move forward with getting approval from both the preferred and common shareholders. I think that with my support, the Exchange Offer will meet the threshold of 2/3’s of the preferred holders and your job will be getting the 50%+ of the common shareholders to approve the deal. If you make my required changes, you will receive a yes vote from my 77,700 common shares as well.
Once you have the Exchange Offer approved, you can immediately start to market the company for sale and work to get a fair and reasonable outcome for both the preferred and common shareholders. If you decide to not make my suggested changes, I will continue to fight for all of my rights as the largest preferred holder and likely the largest common stock holder. I am highly confident that without my support, this Exchange Offer will not be successful. I urge you and your Board to make my required changes and I suggest you immediately move forward with the sale of the company.
Sincerely,
Charles Frischer
Cc: Please distribute to the Board of Directors of Regional Health Properties, Inc.