Capital Senior Living Shareholders Approve Amended Investment Agreement with Conversant Capital
22 Octobre 2021 - 6:19PM
Business Wire
Preliminary Voting Results Indicate All Company
Proposals Received Shareholder Approval at Special Meeting
Deadline for Shareholders to Participate in
Rights Offering is October 27, 2021
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 announced that,
based on preliminary vote estimates provided by its proxy
solicitor, the Company received the requisite votes to approve all
proposals, including the plan to raise up to $154.8 million through
a series of financing transactions with Conversant Capital
(“Conversant”) (collectively, the “Amended Transactions”), at the
Special Meeting of Stockholders (the “Special Meeting”) held on
October 22, 2021.
“We are very pleased with the outcome of today’s Special Meeting
and want to thank our shareholders for their continued support,
engagement and feedback throughout this process,” said Capital
Senior Living Chief Executive Officer and Director Kimberly S.
Lody. “We strongly believe that the Amended Transactions represent
the best path forward by providing the capital to address our
immediate liquidity needs and Going Concern issues, while
stabilizing and positioning the Company for future growth. We look
forward to continued engagement with all of our shareholders and to
working towards long-term financial success and delivering enhanced
value.”
The expiration date for the Company’s pending rights offering is
5:00 p.m., New York City time, on October 27, 2021, unless extended
by the Company. Pursuant to the rights offering, existing
stockholders have the right to purchase 1.1 shares of common stock
for each share of common stock they held as of the record date of
September 10, 2021, at $30 per share.
The results announced today are considered preliminary until
tabulated and certified by the independent Inspector of Election.
Final results will be reported on a Form 8-K that will be filed
with the U.S. Securities and Exchange Commission, at which time
they will become available on https://www.sec.gov/.
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 is being 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211022005423/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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