Strongly Urges Shareholders to Support Amended
Transactions by Voting on the WHITE Card at Special Meeting on
October 22, 2021
Despite Issuing More than a Dozen
Communications, Ortelius Has Failed to Provide an Actionable and
Immediate Alternative and Has Dangerously Misrepresented the
Company’s Financial Position
Capital Senior Living Corporation (“Capital Senior Living” or
the “Company”) (NYSE: CSU), a leading owner-operator of senior
living communities across the United States, today issued a letter
to its shareholders in connection to its Special Meeting of
Stockholders (the “Special Meeting”) on October 22, 2021.
The full text of the letter is below.
October 19, 2021
Dear Capital Senior Living Shareholders,
You have an important decision to make at the upcoming Special
Meeting of Stockholders (the “Special Meeting”), on October 22,
2021, regarding our plan to raise up to $154.8 million through a
series of financing transactions with Conversant Capital
(“Conversant”) (collectively, the “Amended Transactions”).
You, our shareholders, will have the option to vote FOR a
sustainable future for the Company. The alternative is to take a
chance on an uncertain path forward that might put the survival of
CSU (and your investment) in jeopardy.
The Board of Directors (the “Board”) and senior management have
carefully outlined, with concrete, factual support, the Company’s
current financial condition and the reasons why the Amended
Transactions remain in the best interests of the Company and its
stockholders. The leading, independent proxy advisor Institutional
Shareholder Services (“ISS”) agreed, recommending that stockholders
vote FOR all of the Company’s proposals at Friday’s Special
Meeting.
One of the Company’s stockholders, Ortelius Advisors, L.P.
(“Ortelius”), disagrees and does not support the transaction. That
is, of course, every shareholder’s right. Ortelius has publicly
issued more than a dozen communications urging you to vote against
the original and Amended Transactions. In each of those
communications they have – dangerously – misrepresented the
Company’s current financial condition. Notably, they have not
provided an actionable alternative to the Amended Transactions with
Conversant, free of the same due diligence conditions that doomed
prior discussions between the Company and other financing sources.
And we note that Ortelius, while suggesting they are concerned
about your investment, chose not to engage with the Company and
Conversant (despite being invited to do so) during the
renegotiation of the deal, instead choosing to wait until the
Amended Transactions were announced and then attack them
publicly.
As you make your decision, we ask you to consider the
following:
- The reality of the situation is simple: CSU is over-levered
with no unencumbered assets and an urgent need for new capital.
Based on current cash burn and near-term liabilities the Company
will likely run out of cash by year end. The Amended Transactions
will provide immediate liquidity to address working capital
deficits, fund greatly needed capital expenditures, resolve
near-term debt maturities, and stabilize the Company as we work to
improve our financial positioning and drive shareholder value.
- The Amended Transactions with Conversant are the best, and
only, deal available to us. After undergoing two strategic
alternative reviews over the span of two years, the Board,
management and the Company’s advisors firmly believe this was a
well-conducted and sound process that resulted in the best path
forward for the Company. Again, ISS agreed.
- There are no credible, actionable and immediate alternatives
to the Amended Transactions that will resolve the Company’s urgent
need for significant capital. The proposal outlined by Invictus
Global Management (“Invictus”) not only is highly conditional, but
also is solely in the form of debt, which would compound the
already significant financial challenges of the Company. Despite
its vocal opposition to the Amended Transactions, activist investor
Ortelius has shared nothing more than vague points about its own
financing plan for the Company. In its report,1 ISS recognized the
financial condition of the Company and agreed that the Amended
Transactions “provid[e] certainty of capital that neither Ortelius
nor Invictus can offer at this time.”
A vote against the Amended Transactions is not a vote FOR anything – other than a gamble on
an uncertain future. The Amended Transactions make strategic
and financial sense for the Company and will position CSU for
increased shareholder value and long-term success. We urge you to
vote FOR the Amended Transactions to protect your investment in the
Company.
Vote FOR the Amended
Transactions and a sustainable future for Capital Senior Living at
the upcoming Special Meeting.
Sincerely,
The Capital Senior Living Board of Directors
No Offer or Solicitation / Additional Information and Where
to Find It
This letter does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of any securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The amended rights offering will be made
pursuant to the Company’s shelf registration statement on Form S-3,
which became effective on May 6, 2020, a prospectus supplement
containing the detailed terms of the rights offering filed with the
SEC on September 10, 2021, and an amendment to the prospectus
supplement filed with the SEC on October 4, 2021. Any offer will be
made only by means of a prospectus and prospectus supplement
forming part of the registration statement. Investors should read
the prospectus and prospectus supplement and consider the
investment objective, risks, fees and expenses of the Company
carefully before investing. Copies of the prospectus and prospectus
supplement may be obtained at the website maintained by the SEC at
www.sec.gov.
In connection with the proposed transaction with Conversant, the
Company filed a proxy statement with the SEC on August 31, 2021 and
filed an amendment to the proxy statement with the SEC on October
4, 2021. The Company may also file other relevant documents with
the SEC regarding the proposed transaction. The proxy statement,
and any amendments thereto, have been delivered to stockholders of
the Company. This communication is not a substitute for the proxy
statement or any other document that may be filed with the SEC in
connection with the proposed transaction.
INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT, AS AMENDED, AND ANY OTHER RELEVANT DOCUMENTS THAT
MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain free copies of
the definitive proxy statement and the amendment to the proxy
statement and other documents containing important information
about the Company and the proposed transaction through the website
maintained by the SEC at www.sec.gov.
Participants in the Solicitation
The Company and its executive officers and directors and certain
other members of management and employees may, under the rules of
the SEC, be deemed to be “participants” in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the Company’s directors and executive officers is
available in its Proxy Statement on Schedule 14A for its 2020
Annual Meeting of Stockholders, filed with the SEC on November 3,
2020, and in its Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on March 31, 2021, as amended
on April 30, 2021. These documents may be obtained free of charge
from the sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the proxy statement and other relevant materials
relating to the proposed transaction filed with the SEC.
About Capital Senior Living
Dallas-based Capital Senior Living Corporation is one of the
nation’s leading operators of independent living, assisted living
and memory care communities for senior adults. The Company operates
75 communities that are home to nearly 7,000 residents across 18
states providing compassionate, resident-centric services and care
and engaging programming. The Company offers seniors the freedom
and opportunity to successfully, comfortably and happily age in
place. For more information, visit http://www.capitalsenior.com or
connect with the Company on Facebook or Twitter.
About Conversant
Conversant Capital LLC is a private investment adviser founded
in 2020. The firm pursues credit and equity investments in the real
estate, digital infrastructure and hospitality sectors in both the
public and private markets. Further information is available at
www.conversantcap.com.
Safe Harbor
The forward-looking statements in this letter are subject to
certain risks and uncertainties that could cause the Company’s
actual results and financial condition to differ materially,
including, but not limited to, the Company’s ability to obtain
stockholder approval for the proposed transaction; the satisfaction
of all conditions to the closing of the proposed transaction; other
risks related to the consummation of the proposed transaction,
including the risk that the transaction will not be consummated
within the expected time period or at all; the costs related to the
proposed transaction; the impact of the proposed transaction on the
Company’s business; any legal proceedings that may be brought
related to the proposed transaction; the continued spread of
COVID-19, including the speed, depth, geographic reach and duration
of such spread; new information that may emerge concerning the
severity of COVID-19; the actions taken to prevent or contain the
spread of COVID-19 or treat its impact; the legal, regulatory and
administrative developments that occur at the federal, state and
local levels in response to the COVID-19 pandemic; the frequency
and magnitude of legal actions and liability claims that may arise
due to COVID-19 or the Company’s response efforts; the impact of
COVID-19 and the Company’s near-term debt maturities on the
Company’s ability to continue as a going concern; the Company’s
ability to generate sufficient cash flows from operations,
additional proceeds from debt refinancings, and proceeds from the
sale of assets to satisfy its short and long-term debt obligations
and to fund the Company’s capital improvement projects to expand,
redevelop, and/or reposition its senior living communities; the
Company’s ability to obtain additional capital on terms acceptable
to it; the Company’s ability to extend or refinance its existing
debt as such debt matures; the Company’s compliance with its debt
agreements, including certain financial covenants, and the risk of
cross-default in the event such non-compliance occurs; the
Company’s ability to complete acquisitions and dispositions upon
favorable terms or at all, including the transfer of certain
communities managed by the Company on behalf of other owners; the
Company’s ability to improve and maintain adequate controls over
financial reporting and remediate the identified material weakness;
the risk of oversupply and increased competition in the markets
which the Company operates; the risk of increased competition for
skilled workers due to wage pressure and changes in regulatory
requirements; the departure of the Company’s key officers and
personnel; the cost and difficulty of complying with applicable
licensure, legislative oversight, or regulatory changes; the risks
associated with a decline in economic conditions generally; the
adequacy and continued availability of the Company’s insurance
policies and the Company’s ability to recover any losses it
sustains under such policies; changes in accounting principles and
interpretations; and the other risks and factors identified from
time to time in the Company’s reports filed with the Securities and
Exchange Commission.
1 Permission to quote from the ISS report was neither sought nor
received.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211019006183/en/
Media Inquiries: Dan Zacchei / Joe Germani Sloane
& Company dzacchei@sloanepr.com / jgermani@sloanepr.com
Investor Inquiries: Chris Hayden Georgeson LLC (212)
440-9850, chayden@georgeson.com
Company Contact: Capital Senior Living Kimberly Lody
President and Chief Executive Officer (972) 308-8323,
klody@capitalsenior.com
Capital Senior Living (NYSE:CSU)
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