UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE13E-3
RULE13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
SUNLINK HEALTH SYSTEMS, INC.
(Name of the Issuer)
SUNLINK HEALTH SYSTEMS, INC.
(Names of Persons Filing Statement)
Common Shares, no par value
(Title of Class of Securities)
867370102
(CUSIP Number of Class of Securities)
Robert M. Thornton, Jr.
Chairman
SunLink Health Systems, Inc.
900 Circle 75 Parkway
Suite 1120
Atlanta, Georgia 30339
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)
with a copy to:
Howard E. Turner, Esq.
M. Timothy Elder, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
(404)815-3500
This statement is filed in connection with (check the appropriate box):
a. | ☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule13e-3(c) under the Securities Exchange Act of 1934. | ||
b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. | ☐ | A tender offer. | ||
d. | ☒ | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction ☐
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
$750,000.00 | $97.35 *** |
| * | Estimated solely for purposes of calculating the filing fee pursuant to Rules0-11 under the Securities Exchange Act of 1934, as amended, based on the dollar amount to be used in the purchase of shares in the Share Repurchase Program |
| ** | The amount of the filing fee, calculated in accordance withRule 0-11(b) of the Securities Exchange Act of 1934, as amended, equalsone-fiftieth of one percent of the aggregate amount of transaction value. |
| *** | Previously Paid |
| ☒ | Check the box if any part of the fee is offset as provided byRule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $97.35 | |
| Form or Registration No.: | Schedule 13E-3 File No. 005-03600 | |
Filing Party: | SunLink Health Systems, Inc. | |
Date Filed: | October 16, 2019 | |
INTRODUCTION
This Amendment No. 6 toSchedule 13E-3 amends and supplements the Schedule13E-3 originally filed with the Securities and Exchange Commission (“SEC”) on October 16, 2019, Amendment No. 1 thereto filed with the SEC on October 25, 2019, Amendment No. 2 thereto filed with the SEC on October 28, 2019, Amendment No. 3 thereto filed with the SEC on November 15, 2019, Amendment No. 4 thereto filed with the SEC on January 31, 2020 and Amendment No. 5 thereto filed with the SEC on February 18, 2020 (together with any amendments and supplements thereto and the exhibits thereto and hereto, this “Schedule13E-3”) and relates to a Share Repurchase Program (the “Program”) by SunLink Health Systems, Inc. (“SunLink” or the “Company”). At the recommendation of management of the Company, SunLink’s Board of Directors (the “Board”) approved and has implemented the Program, which provides for the repurchase of up to $750,000 of the Company’s common shares, no par value (the “Shares”) from time to time, at prevailing market prices through open market transactions pursuant toRule 10b5-1 and Rule10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of the Program is to return capital to shareholders who wish to sell their shares, to increase the liquidity of the market for the shares during the pendency of the Program, and allow holders of the shares a purely voluntary opportunity to receive a return of some or all of their investment, in a tax efficient manner, if they so elect.
The Program and purchases thereunder possibly could have the effect of reducing the number of holders of record of shares, which, depending on the extent of the reduction, could permit the Company to deregister the shares under the Exchange Act and cease being a public reporting company (collectively, “Deregistration”). The Company cannot predict whether purchases of shares pursuant to the Program will result in, or are reasonably likely to result in, a reduction in the number of holders of record that would be sufficient to allow Deregistration. However, purchases of shares pursuant to the Program may result in a reduction in the number of shareholders of record such that the Company would be able to deregister. In such event, management might recommend and the Board might approve Deregistration if they conclude Deregistration is in the best interests of the Company. Management and the Board each currently believe that Deregistration could result in significant cost savings to the Company. As the Program may result in a potential Deregistration, the Company is treating the Program as a “purchase” within the meaning of Rule 13e-3 and has filed this Schedule13E-3 (of which a Notice of Share Repurchase Program dated October 28, 2019 (the “Notice”) is an exhibit) with the SEC and is providing its shareholders with the same information as is required in a going private transaction intended to or which could reasonably be expected to result in Deregistration.
The information contained in the Notice, a copy of which is attached to this Schedule13E-3 as Exhibit (a)(3)(A) is incorporated herein by reference in response to all of the items of this Schedule13E-3 as more particularly described below.
The Schedule 13E-3 and the Notice of Share Repurchase Program, including to the extent Item 1 through Item 16 of the Schedule incorporate by reference the information contained in the Notice of Share Repurchase Program, previously were, or hereby are, amended and supplemented as set forth below.
1. Adding two new paragraphs as the fourth and fifth paragraphs on the cover page of the Notice of Share Repurchase Program reading as follows:
On March 25, 2020, SunLink announced that it is suspending the Program in light of the COVID-19 pandemic. SunLink’s management believes the suspension, while conservative, is prudent given uncertainty regarding the length and severity of the pandemic and potential uncertainty regarding the impact of the pandemic on the timeliness of reimbursement claims and payments under various Federal and state programs (e.g., Medicare and Medicaid) and from private payors. SunLink has the ability to reinstate repurchases as circumstances warrant subject to compliance with applicable SEC rules. The Company is unable to predict the impact of the continuation of the COVID-19 pandemic on the Company’s financial condition, results of operations, business, or prospects.
Prior to its suspension, the Program was scheduled to expire at 4:00 PM, New York City Time, on June 1, 2020, unless further extended or earlier terminated. As of 4:00 P.M. on March 24, 2020, 87,534 Shares have been purchased under the Program for an aggregate purchase price of $100,706. As of March 19, 2020, the Company had 293 shareholders of record. If the number of holders of record remains under 300, the Company would be entitled to Deregister. However, the Company does not know whether the number of holders of record will further change during the suspension of the Program. Currently, the Company does not expect to take any action to Deregister absent a material reduction below 300 in the number of holders of record or the extended stability of the number of holders of record below 300.
| ITEM 1. | SUMMARY TERM SHEET |
The information set forth inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers “), as amended, is incorporated herein by reference. SunLink previously amended in Amendment No. 4 the text in the Summary Term Sheet under the sub-heading “Could the Program or purchases pursuant to the Program entitle the Company to Deregister?” to amend the second sentence thereof and to add three additional sentences, such that the first four sentences under such sub-heading read as follows:
“Yes. Based on recent information, the Company has approximately 293 holders of record and approximately 650 “non-objecting beneficial owners, or NOBOs, who have consented to the disclosure of their beneficial ownership to the Company. If the number of holders of record goes remains under 300, the Company would be entitled to Deregister. However, the Company does not know whether the number of holders of record will further change during the pendency of the Program, if resumed, nor does the Company know whether the number of holders of record at the conclusion of the Program will be more than, less than, or equal to 300. Currently, the Company does not expect to take any action to Deregister absent a material reduction below 300 in the number of holders of record or the extended stability of the number of holders of record below 300.”
| ITEM 2. | SUBJECT COMPANY INFORMATION |
(a)Name and Address. The name of the issuer is SunLink Health Systems, Inc. The address of its executive offices is 900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia 30339. The telephone number of the executive offices of SunLink is(770) 933-7000.
(b)Securities. The information set forth under “Introduction”in the Notice is incorporated herein by reference.
(c)Trading and Market Price. The Company’s common shares are traded on the NYSE Amex Equities exchange under the symbol “SSY.” The information set forth inSection 8of the Notice (“Certain Company Information; Price Range of Shares”) is incorporated herein by reference.
(d)Dividends. The information set forth in “Section 8 of the Notice (“Certain Company Information; Dividend Policy”) is incorporated herein by reference.
(e)Prior Public Offerings. The information set forth inSection 8 of the Notice (“Certain Company Information; No Recent Prior Public Offerings for Cash”) is incorporated herein by reference.
(f)Prior Stock Purchases. The information set forth inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares”) is incorporated herein by reference.
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON |
(a)Name and address. The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth inSection 12 of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth inSection 15 of the Notice (“Miscellaneous”) is incorporated herein by reference.
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(b)Business and background of entities. Not applicable.
(c)Business and background of natural persons. The information set forth inSection 11 of the Notice (“Certain Information About or Related to SunLink’s Executive Officers, Directors”) is incorporated herein by reference.
During the past five years, to the best of the Company’s knowledge, none of the persons covered by this response (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.
(d)Tender offer.Not applicable.
| ITEM 4. | TERMS OF THE TRANSACTION |
(a)Material Terms.The information set forth in following sections of the Notice regarding the material terms of the Program are incorporated herein by reference:
| SUMMARY TERM SHEET | ||
| Section 1. | Certain Questions and Answers | |
| SPECIAL FACTORS WITH RESPECT TO THE PROGRAM | ||
| Section 2. | Purpose of the Program | |
| Section 3. | Alternatives to the Program; Prior Share Purchases | |
| Section 4. | Reasons for the Program, sizing of the Program, and timing of the adoption of the Program | |
| Section 5. | Potential Material Effects of the Program | |
| Section 6. | Fairness of the Program | |
| Section 7. | The Program | |
| Section 8. | Certain Company Information | |
| Section 9. | Source and Amount of Funds; Fees and Expenses | |
| Section 10. | Certain Financial Information | |
| Section 11. | Certain Information About or Related to SunLink’s Executive Officers, Directors | |
| Section 12. | Interests of Directors and Executive Officers; Agreements, Transactions and Arrangement Concerning the Shares | |
| Section 13. | Legal Matters; Regulatory Approvals | |
| Section 14. | Material U.S. Federal Income Tax Consequences | |
| Section 15. | Miscellaneous | |
| FORWARD-LOOKING STATEMENTS, provided that such information is amended to add to the following information at the end of such section. | ||
The COVID-19 pandemic has significantly increased economic uncertainty. It is likely that the current outbreak or continued spread of COVID-19 will cause an economic slowdown, and it is possible that it could cause a severe recession. While certain healthcare spending is considered non-discretionary and may not be significantly impacted by economic downturns, other types of healthcare spending may be adversely impacted by such conditions. When patients are experiencing personal financial difficulties or have concerns about general economic conditions, they may choose a high-deductible insurance plan or no insurance at all, which increases a hospital’s dependence on self-pay revenue. Moreover, a greater number of persons may elect to forgo treatments and therapies provided by SunLink’ s hospital, clinics, nursing home, and Specialty Pharmacy business. Accordingly, even a short recession could result in an increase in uncollectible self-pay revenues, decreased patient volumes at Trace Regional Hospital and Floy Dyer Nursing Home, as well as decreased sales volume by SunLink’s Specialty Pharmacy business. | ||
| RELIANCE ON OTHER INFORMATION | ||
(b)Purchases. The information set forth under “Important,” of the Notice, inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, and inSection 12 of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares”) is incorporated herein by reference.
(c)Different terms. The information set forth in the “Summary Term Sheet—Section 1,” of the Notice (“Certain Questions and Answers”), as amended, inSection 7 of the Notice (“The Program”) and inSection 14 of the Notice (“Certain United States Federal Income Tax Consequences”) is incorporated herein by reference.
(d)Appraisal rights. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference; as stated therein, the holders of SunLink’s shares are not entitled to appraisal rights in connection with the Program.
(e)Provisions for unaffiliated security holders. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference; as stated therein, no provisions have been made to grant unaffiliated security holders access to the corporate files of the Company or to obtain counsel or appraisal services at the expense of the Company.
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(f)Eligibility for listing or trading. Not applicable. The consideration offered in connection with the purchase of Shares pursuant to the Program is cash.
| ITEM 5. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
(a)Transactions. The information set forth inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares”) is incorporated herein by reference.
(b)Significant corporate events. The information set forth inSection 8of the Notice (“Certain Company Information”) is incorporated herein by reference.
(c)Negotiations or contracts. The information set forth inSection 8of the Notice (“Certain Company Information”) is incorporated herein by reference.
(d) Conflicts of interest. The information set forth inSection 6 of the Notice (“Fairness of the Program”) and inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares”) is incorporated herein by reference.
(e)Agreements involving the subject company’s securities.The information set forth inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares; Agreements, Transactions, and Arrangements Concerning SunLink Shares”) is incorporated herein by reference.
| ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS |
(a)Purposes. The information set forth in “Summary Term Sheet—Section 1of the Notice(“Certain Questions and Answers”), as amended,Section 2 of the Notice (“Purpose of the Program”), as amended,Section 4 of the Notice (“Reasons for the Program, sizing of the Program, and timing of the adoption of the Program”), andSection 5 of the Notice (“Potential Material Effects of the Program”) is incorporated herein by reference.
(b)Use of securities acquired.The information set forth in Summary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, andSection 5 of the Notice (“Potential Material Effects of the Program”) is incorporated herein by reference.
(c)Plans. The information set forth inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended,Section 2 of the Notice (“Purpose of the Program”);Section 5 of the Notice (“Potential Material Effects of the Program”), andSection 8 of the Notice (“Certain Company Information”) is incorporated herein by reference.
(d)Subject company negotiations. Not applicable.
| ITEM 7. | PURPOSES, ALTERNATIVES, REASONS AND EFFECTS |
(a)Purposes. The information set forth inSummary Term Sheet—Section 1of the Notice(“Certain Questions and Answers”), as amended,Section 2 of the Notice (“Purpose of the Program”),Section 4 of the Notice (“Reasons for the Program, sizing of the Program, and timing of the adoption of the Program”), andSection 5 of the Notice (“Potential Material Effects of the Program”) is incorporated herein by reference.
(b)Alternatives. The information set forth inSection 3 of the Notice (“Alternatives to the Program; Prior Shares Purchases”) is incorporated herein by reference.
(c)Reasons. The information set forth in theSummary Term Sheet—Section 1 of the Notice(“Certain Questions and Answers”),Section 2 of the Notice (“Purpose of the Program”),Section 4 of the Notice (“Reasons for the Program, sizing of the Program, and timing of the adoption of the Program”), andSection 5 of the Notice (“Potential Material Effects of the Program”) is incorporated herein by reference.
(d)Effects. The information set forth inSummary Term Sheet—Section 1 of the Notice(“Certain Questions and Answers”),Section 2 of the Notice (“Purpose of the Program”), as amended,Section 4 of the Notice (“Reasons for the Program, sizing of the Program, and timing of the adoption of the Program”), andSection 5 of the Notice (“Potential Material Effects of the Program”) is incorporated herein by reference.
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| ITEM 8. | FAIRNESS OF THE TRANSACTION |
(a)Fairness. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference.
(b)Factors considered in determining fairness. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference.
(c)Approval of Security Holders. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference. No security holder approval is required.
(d)Unaffiliated representative. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference. There is no unaffiliated representative.
(e)Approval of Directors. The information set forth inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended,Section 3 of the Notice (“Alternatives to the Program; Prior Shares Purchases”), andSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference
(f)Other offers. None.
| ITEM 9. | REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS |
(a)Report, opinion or appraisal. The information set forth inSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference.
(b)Preparer and summary of the report, opinion or appraisal. Not applicable.
(c)Availability of documents. Not applicable; however, the information set forth inSection 15 of the Notice (“Miscellaneous”) is incorporated herein by reference.
| ITEM 10. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
(a)Source of funds. The information set forth inSection 9 of the Notice (“Source and Amount of Funds; Fees and Expenses”) is incorporated herein by reference.
(b)Conditions. The information set forth inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, andSection 7 of the Notice (“The Program”) is incorporated herein by reference.
(c)Expenses. The information set forth inSection 9 of the Notice (“Source and Amount of Funds; Fees and Expenses”) is incorporated herein by reference.
(d)Borrowed Funds. No part of the funds required for the Program is expected to be borrowed.
| ITEM 11. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
(a)Securities ownership. The information set forth inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares; Agreements, Transactions, and Arrangements Concerning SunLink Shares”) is incorporated herein by reference.
(b)Securities transactions. The information set forth inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares; Agreements, Transactions, and Arrangements Concerning SunLink Shares”) is incorporated herein by reference.
| ITEM 12. | THE SOLICITATION OR RECOMMENDATION |
(a)Solicitation or recommendation.The information set forth under “Important” in the Notice, “Reliance on Other Information” in the Notice, inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, andSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference.
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(b)Reasons.The information set forth under “Important” in the Notice, under “Reliance on Other Information” in the Notice, inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, andSection 6 of the Notice (“Fairness of the Program”) is incorporated herein by reference.
(c)Intent to tender.The information inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, andSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares; Agreements, Transactions, and Arrangements Concerning SunLink Shares”) is incorporated herein by reference.
(d)Intent to tender or vote in a going private transaction. The information inSummary Term Sheet—Section 1 of the Notice (“Certain Questions and Answers”), as amended, andSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares; Agreements, Transactions, and Arrangements Concerning SunLink Shares”) is incorporated herein by reference.
(e)Recommendations of others. The information set forth under “Important” in the Notice and “Reliance on Other Information” in the Notice is incorporated herein by reference.
| ITEM 13. | FINANCIAL STATEMENTS |
(a)Financial information. SunLink’s audited financial statements for the fiscal years ended June 30, 2019 and 2018 are incorporated herein by reference toSection 15 of the Notice (“Miscellaneous; Incorporation by Reference”) in the Notice which incorporates by reference SunLink’s Annual Report on Form10-K for the Year Ended June 30, 2019; filed with the SEC on September 27, 2019.
SunLink’s unaudited financial statements for the fiscal quarters ended December 31, 2019 and 2018 are incorporated herein by reference and inSection 15 of the Notice (“Miscellaneous; Incorporation by Reference”) which incorporates by reference SunLink’s Quarterly Report on Form10-Q for the Quarter Ended December 31, 2019; filed with the SEC on February 13,2020.
This Item 13(a) and the first paragraph of Section 15 of the Notice are hereby further amended to read as follows:
The rules of the SEC allow us to “incorporate by reference” information into this Notice, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. This Notice incorporates by reference the documents listed below, including the financial statements and the notes related thereto contained in those documents that have been previously filed with the SEC. These documents contain important information about us.
Quarterly Report on Form 10-Q | Quarter Ended December 31, 2019; Filed on February 13,2020. | |
Annual Report on Form10-K | Fiscal Year ended June 30, 2019; Filed on September 27, 2019. | |
Definitive Proxy Statement on Schedule 14A | Filed on September 27, 2019. | |
Periodic Report on Form 8-K | Filed on March 26, 2020 | |
(b)Pro forma information. This Item 13(b) and Section 10 of the Notice under the subheading Selected Historical and Pro Forma Financial Information:
as amended by Amendment No. 5 is incorporated by reference to such Amendment.
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(c)Summary information.This Item 13(c) and Section 10 of the Notice as amended to amend the information set forth in Amendment No. 5 to include the information set forth under Item 13(c) therein is incorporated by reference herein.
| ITEM 14. | PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED |
(a)Solicitations or recommendations. Not applicable.
(b)Employees and corporate assets. The Company’s Chief Executive Officer, Chief Financial Officer, and Corporate Secretary are the primary employees of the Company involved in preparing and reviewing this Schedule13E-3, the Exhibits hereto, the information incorporated by reference herein and therein, and arranging for the dissemination of the Notice to the Company’s shareholders.
| ITEM 15. | ADDITIONAL INFORMATION |
The information set forth inSection 12of the Notice (“Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares; Agreements, Transactions, and Arrangements Concerning SunLink Shares”) is incorporated herein by reference.
| ITEM 16. | EXHIBITS |
(a); (b); (c); (d); (f); (g) See Exhibit Index immediately following the signature page.
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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.
| SunLink Health Systems, Inc. | ||||||
| Dated: March 26, 2020 | By: | /s/ Robert M. Thornton, Jr. | ||||
| Name: Robert M. Thornton, Jr. | ||||||
| Title: Chief Executive Officer | ||||||
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EXHIBIT INDEX
| * | Previous filed |
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