Names New Board of Directors
Company to be Renamed Sonida Senior Living and
Will Trade on the NYSE Under Ticker “SNDA”
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
it has closed the previously announced financing transactions with
Conversant Capital (“Conversant”) and has raised a total of $154.8
million, including aggregate gross proceeds of approximately $34
million from the common stock rights offering.
With the closing of the transaction, the Company’s Board of
Directors (the “Board”) has been reconstituted. Noah Beren,
Benjamin Harris, Dave Johnson, Max Levy, Shmuel Lieberman and
Elliot Zibel will join the Board, effective immediately. Philip
Brooks, Jill Krueger and Kimberly Lody will continue to serve as
directors. Dave Johnson will serve as Chairman of the Board.
Capital Senior Living Chief Executive Officer and Director
Kimberly Lody stated, “We are thrilled to close this critical
transaction, which will allow us to address our immediate liquidity
needs and going concern issues, and help pave the way for future
growth. Following a thorough and robust process, we are confident
that this is the best path forward for shareholders, and we
appreciate their engagement in this process. We welcome the new
directors to the Board and are excited to gain their valuable
perspectives as we continue to execute on our strategic business
plan. Finally, I would like to sincerely thank our Board, and
especially departing Chairman Michael Reid, for helping guide the
Company through this important process and positioning us for a
successful future.”
“We are very excited to close the transaction and to usher in
the next phase of the Company’s stabilization and growth,” said
Michael Simanovsky, Founder and Managing Partner of Conversant. “We
believe that Capital Senior Living’s management, together with the
refreshed Board of Directors, combines the cross disciplinary skill
set needed to support the Company in delivering best-in-class care
for its residents while creating long-term value for its investors
as it pivots from defense to offense and growth.”
In recognition of the Company’s evolution and exciting future,
it is rebranding as Sonida Senior Living. The name Sonida
(Soh-nee-dah) is a blend of sonata – a long piece of music usually
made up of several parts—and vida, or life. The name change will go
into effect on November 15, 2021, at which time the Company’s
common stock will begin to trade on the New York Stock Exchange
under the new ticker symbol “SNDA.”
Kimberly Lody continued, “Two years ago, we updated the
Company’s branding to be more vibrant and inviting, better
reflecting the engagement and celebrations that occur daily in our
communities. With this name change, our brand now fully reflects
the essence of our business. Sonida Senior Living communities are
filled with the music of life. We are committed to building
communities where team members treat residents like friends and
serve as caregivers, advocates and often as surrogate family, going
above and beyond to create moving and memorable experiences that
foster joy every day.”
Director Biographies
Noah Beren joined GF Investments in 2014 and is currently
Head of Asset Management for the firm. His responsibilities include
overseeing an extensive real estate portfolio of office,
multi-family, and land assets. Previously he served as a Vice
President focusing on deal execution and portfolio management. From
2012 to 2014, Mr. Beren served as a Vice President at a private
independent oil and gas company.
Philip Brooks is a principal investor and managing
partner in Select Living, LLC, which acquires properties to develop
to special market dynamics. Mr. Brooks has more than 32 years of
experience as a financier and investor, credit manager, and
product/policy analyst. He also serves as a portfolio advisor to
NRV, a venture capital firm funding early stage growth companies in
Virginia. Previously, Mr. Brooks served as a Senior Vice President,
Loan Production for Walker & Dunlop, LLC, a NYSE-listed
provider of financial services for owners and developers of
commercial real estate throughout the United States. Prior to that,
he served as Senior Vice President, Loan Production for CWCapital,
LLC, a mortgage finance company, and in various senior executive
positions with Berkadia Commercial Mortgage, LLC, a national
mortgage bank. He was a founding member of the American Seniors
Housing Association, a leading trade association promoting seniors
housing, and was on the Board of Directors of the National
Investment Center for the Seniors Housing & Care Industry, a
leading trade association promoting the industry to the capital
markets. Mr. Brooks received a B.S. in History and Political
Science from the University of Tennessee and did graduate studies
in Information Systems Management at The George Washington
University.
Benjamin Harris, CFA is the founder and CEO of Pinedale
Capital Partners, a dedicated industrial real estate operating
platform based in New York. Previously, Mr. Harris was the CEO of
Link Logistics (Blackstone’s U.S. Industrial Real Estate platform).
Before that, he served as President of Gramercy Property Trust
(NYSE: GPT), the Head of Net Lease Investments of
Northcliffe/Annaly Capital Management and the Head of U.S.
Investments of W. P. Carey & Co. LLC (NYSE: WPC). Mr. Harris
received a Joint BSc in Economics from the University of Kings
College/Dalhousie University, Canada.
Dave Johnson is Co-Founder & Managing Director of
Horizon Capital, a land acquisition and land development company.
Prior to Horizon Capital, he founded Aimbridge Hospitality and
served as its CEO. Mr. Johnson previously spent 17 years at Wyndham
International, where he helped add over 400 hotels to the Wyndham
portfolio. Additionally, he served as President of Wyndham Hotels,
overseeing approximately 15,000 employees and $3 billion in annual
revenue. Mr. Johnson serves as a Director on Board of Hilton Grand
Vacations Inc. (NYSE: HGV) and sits on the Audit and Compensation
Committees. Previously, he served on the Strategic Hotels (NYSE:
BEE) Board as a member of the Audit and Corporate Governance
Committees, and as a Director of Gaylord Entertainment (NYSE: GET).
He is also on the U.S. Travel Association (USTA) board as a member
of the Chairman’s Circle and as a member of USTA’s CEO Roundtable.
Mr. Johnson received a bachelor’s degree in Business Economics from
Northeastern Illinois University.
Jill Krueger is the founding President and Chief
Executive Officer of Symbria, Inc., a leading national developer
and provider of innovative, outcome-driven programs established in
1995 that enhance the lives of the geriatric population. She also
serves on the Board of Directors of iMedia Brands, Inc. (NASDAQ:
IMBI), where she sits on the Audit and Compensation Committees, and
is a member of the Board of Directors of the American Board of
Post-Acute and Long-Term Care Medicine and the Board of Directors
of the Senior Care Pharmacy Coalition. Before she joined Symbria,
Ms. Krueger was a partner at KPMG LLP responsible for overseeing
the firm’s national Long-Term Care and Retirement Housing Practice.
She received a B.S. from Northern Illinois University. She is a
Certified Public Accountant and a Certified Management
Accountant.
Max Levy is a Principal at Conversant Capital LLC.
Previously, Mr. Levy was an investment analyst at The Baupost Group
where he focused on real estate investments in North America and
Europe. During this time, Mr. Levy was responsible for sourcing and
evaluating equity and debt investments in all property types in
both private real estate and public securities. Before joining
Baupost, Mr. Levy began his career as an investment banking analyst
for Hentschel & Company, a boutique real estate advisory firm,
where he assisted public REITs and private real estate companies on
mergers, acquisitions, and capital raising. He received a B.A. in
Intellectual History from the University of Pennsylvania where he
graduated summa cum laude.
Shmuel Lieberman is a senior member of the investment
team at GF Investments. Mr. Lieberman oversees the investment
process for public and private investments across a wide range of
industries, strategies and asset classes. He is a former board
member of TradAir Ltd and has been an observer to a number of
portfolio companies. Mr. Lieberman received a Master of Business
Administration degree from Baruch College and a Bachelor of
Rabbinic Studies degree from the Rabbinical College of America.
Kimberly Lody has been Chief Executive Officer and
President of Capital Senior Living since January 2019. Previously,
she served as North America President and Senior Vice President of
GN Hearing, a global manufacturer of hearing instruments and
hearing protection devices. Ms. Lody has more than 26 years of
senior management experience in a variety of clinical and
commercial health care settings, including health insurance,
durable medical equipment, home healthcare, infusion therapy,
respiratory therapy, specialty pharmaceuticals and medical devices.
Ms. Lody currently serves on the board of Argentum and on the NIC
Operator Advisory Board. She received a Master of Business
Administration degree from Wake Forest University and a Bachelor of
Arts degree in business administration from Hiram College.
Elliot Zibel, CFA is the CEO and Co-Founder of Select
Dental Management, which he helped found. Mr. Zibel is responsible
for M&A, strategy and operations for 32 practice Dental Support
Organizations, and has completed 30 acquisitions and raised more
than $70 million of equity and debt capital from institutional
investors during his tenure. Previously, he worked in the financial
sector at multi-billion-dollar firms including Hitchwood Capital
Management L.P., Folger Hill Asset Management, Pennant Capital
Management, Breeden Partners L.P. and Matrix Asset Advisors LLC.
Mr. Zibel received a Bachelor of Economics and Political Science
from Union College.
Advisors
Morgan Stanley & Co. LLC was the Company’s financial advisor
and Willkie Farr & Gallagher LLP was the Company’s legal
advisor in connection with the Transactions, and Baker Botts LLP
was counsel to the Company’s board of directors. Fried, Frank,
Harris, Shriver & Jacobson LLP acted as Conversant’s legal
advisor in connection with the Transactions. Sullivan &
Cromwell LLP was Silk Partners’ legal advisor in connection with
the Transactions.
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 release 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 costs related to the transaction;
the impact of the transaction on the Company’s business; any legal
proceedings that may be brought related to the 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211103006299/en/
Media Inquiries: Dan Zacchei / Joe Germani Sloane &
Company dzacchei@sloanepr.com / jgermani@sloanepr.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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Capital Senior Living (NYSE:CSU)
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