UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 18, 2016
Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-13445 |
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75-2678809 |
(Commission
File Number) |
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(IRS Employer
Identification No.) |
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14160 Dallas Parkway
Suite 300 Dallas,
Texas |
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75254 |
(Address of principal executive offices) |
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(Zip Code) |
(972) 770-5600
(Registrants telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Event.
On March 18, 2016, Capital Senior Living Corporation (the Company) entered into an agreement (the Agreement) with Lucus
Advisors LLC, Radix Partners LLC, HCRE Special Investment LLC, Schuster Tanger and Joshua Packwood (collectively, the Lucus Group) pertaining to, among other things, the nomination of a new independent director (the New
Director) to the Companys Board of Directors (the Board) at the Companys 2016 annual meeting of shareholders (the 2016 Meeting).
Under the terms of the Agreement, the Company has agreed to permit Lucus to propose up to two candidates for inclusion in the Companys
New Director selection process, who will be given due consideration as the Board exercises its discretion in selecting such New Director. The Nominating Committee will consult with Mr. Tanger and keep him reasonably updated throughout the search
process.
Pursuant to the Agreement, the Lucus Group agreed to certain customary standstill and voting provisions. Among other things, the
standstill restricts the Lucus Group from engaging in certain activities, including (without limitation): (i) engaging in certain proxy contest activities, (ii) entering into voting agreements, (iii) seeking to effect any Extraordinary Transactions
(as defined in the Agreement) or (iv) taking actions in support of: (a) changing or influencing the Board or management, or (b) any material change in the Companys business, corporate strategy or corporate structure, in each case, until the
Expiration Date (as defined in the Agreement).
The Lucus Group also agreed to vote its shares in favor of certain of the Boards
proposals at the 2016 Meeting, as well as in favor of all nominees recommended by the Board for election to the Board at the 2016 Meeting.
A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit 99.1 and incorporated herein by reference. The foregoing
description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.
On March 21, 2016, the Company
issued a press release announcing the signing of the Agreement. A copy of the press release is filed with this Form 8-K and attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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*99.1 |
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Agreement, dated as of March 18, 2016, by and among Lucus Advisors LLC, Radix Partners LLC, HCRE Special Investment LLC, Schuster Tanger, Joshua Packwood and the Company. |
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*99.2 |
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Press Release dated March 21, 2016. |
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These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: March 21, 2016 |
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Capital Senior Living Corporation |
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By: |
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/s/ Carey Hendrickson |
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Name: |
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Carey Hendrickson |
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Title: |
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Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
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*99.1 |
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Agreement, dated as of March 18, 2016, by and among Lucus Advisors LLC, Radix Partners LLC, HCRE Special Investment LLC, Schuster Tanger, Joshua Packwood and the Company. |
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*99.2 |
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Press Release dated March 21, 2016. |
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These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01. |
Exhibit 99.1
AGREEMENT
This
Agreement, dated March 18, 2016 (this Agreement), is by and among each of the persons listed on Schedule A (collectively, the Lucus Group) and Capital Senior Living Corporation (the
Company).
In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
Lucus Group Voting and Related Items. Upon execution of this Agreement, the Lucus Group hereby irrevocably: (i) agrees not to, directly or indirectly, nominate any person for election at the Companys 2016 Annual Meeting of its
stockholders (the 2016 Annual Meeting), submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, or initiate, encourage or participate in any withhold or similar campaign
with respect to the 2016 Annual Meeting and (ii) agrees to appear in person or by proxy and cause all shares of Company common stock (Common Stock) over which it has the right to vote or direct the voting to be present for quorum
purposes and voted (or consent to be given (if applicable)), in each case, at the 2016 Annual Meeting or at any special meeting of the stockholders of the Company that may be held prior to the Expiration Date, (w) in favor of all nominees
recommended by the board of directors of the Company (the Board), (x) against any nominees for director not recommended by the Board, (y) against any stockholder proposals to remove any director and (z) in favor of (A) the
Companys say-on-pay proposal and (B) the Companys proposal for ratification of the appointment of the Companys independent registered public accounting firm. The Lucus Group shall, and shall cause its Affiliates to,
take each of the required actions (or refrain from taking each of the prohibited actions) set forth in this Section 1, as applicable, and shall not publicly or privately encourage or support any other stockholder of the Company to take any
action in violation of this Section 1.
2. Board Matters. The Nominating and Corporate Governance Committee (the
Nominating Committee) of the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual
Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the New Director). The New Director shall be included in the Companys proxy statement relating to the 2016 Annual Meeting as a nominee for
director in the class of directors with terms that will expire at the Companys 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In
connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Companys stockholders vote in favor of the election of the New Director, (iii) use
commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit
proxies in favor of the New Director and cause all Voting Securities represented
by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same
rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating
Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably
considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the Lucus Group (any candidate proposed by the Lucus Group, a Lucus
Candidate). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the Lucus Candidates, consistent with the Nominating Committees fiduciary
duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with Schuster Tanger (Tanger) and keep Tanger reasonably updated throughout the search process described herein (including,
without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice
and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the
Nominating Committee shall have the ultimate discretion to select the New Director.
3. Standstill. From the date of this Agreement
to the Expiration Date (the Restricted Period), the Lucus Group shall not, and shall cause its Affiliates and its and their respective principals, directors, general partners, officers, employees, and agents and representatives
acting on its or their behalf, as applicable, not to, in any way, directly or indirectly (in each case except as expressly permitted by this Agreement):
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engage in any solicitation (as such term is used in the proxy rules of the Securities and Exchange Commission (the
SEC)) of proxies or consents with respect to the election or removal of directors or any other matter or proposal or in any referendum (whether binding or otherwise) of stockholders of the Company or become a
participant (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents or in any such referendum other than at the Boards direction, or encourage, assist, advise or influence any other
person or assist any third party in so encouraging, assisting, advising or influencing any person with respect to the giving or withholding of any proxy, consent or other authority in any such solicitation of proxies, consents or other authority or
any such referendum other than consistent with the Boards recommendation in connection with such matter, or publicly disclose how it intends to vote or act on any such matter; provided, however, that the Lucus Group may publicly disclose how
it intends to vote (i) in any such proxy solicitation or referendum if and solely to the extent required by applicable subpoena, legal process, or other legal requirement (except for
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such requirement that arises as a result of the actions of the Lucus Group otherwise in violation of this Section 3) or (ii) with respect to any Extraordinary Transaction (as defined
below) that has already been publicly announced by or on behalf of the Company; |
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(b) |
form or join or in any way participate in any group as defined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), with respect to any Voting
Securities, other than solely with the Lucus Group and its Affiliates and Associates; |
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(c) |
effect or seek to effect, whether alone or in concert with others, any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction
involving the Company or a majority of its securities or a majority of its assets (each, an Extraordinary Transaction) (it being understood that the foregoing shall not restrict the Lucus Group from tendering shares, receiving
payment for shares or otherwise participating in any such transaction on the same basis as other stockholders of the Company, or from participating in any such transaction that has been approved by the Board); or take any action, alone or in concert
with others, in support of or make any proposal or request that constitutes: (i) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or
(except as provided in Section 2 above) to fill any vacancies on the Board, (ii) any material change in the capitalization or dividend policy of the Company, or (iii) any other material change in the Companys executive management,
business, corporate strategy or corporate structure; |
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enter into a voting trust, arrangement or agreement or subject any Voting Securities to any voting trust, arrangement or agreement, in each case other than solely with other Affiliates of the Lucus Group, with respect
to Voting Securities now or hereafter owned by it; |
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institute any litigation against the Company, its directors or its officers, make any books and records demands against the Company or make application or demand to a court or other person for an inspection,
investigation or examination of the Company or its subsidiaries or Affiliates (whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise) other than as may be necessary to enforce the terms of this Agreement;
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enter into or maintain any economic, compensatory, pecuniary or other arrangements with any director or nominee for director of the Company; |
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enter into any discussions, negotiations, agreements or understandings with any third party with respect to any of the foregoing, or advise, assist, intentionally encourage or seek to persuade any third party to take
any action with respect to any of the foregoing, or otherwise take or cause any action inconsistent with any of the foregoing; |
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seek to call, or request the call of, a special meeting of the stockholders or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company; |
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make any request or submit any proposal to amend or waive any of the terms of this Agreement, in each case, which would reasonably be expected to result in a public announcement or public disclosure of such request or
proposal; or |
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other than in sale transactions on the NYSE or through a broker or dealer where the identity of the purchaser is not known, sell or agree to sell directly or indirectly, through swap or hedging transactions or
otherwise, Common Stock or any derivatives relating to Common Stock to any third party that either (i) has filed a Schedule 13D with respect to the Company or (ii) has run (or publicly announced an intention to run) a proxy contest or consent
solicitation with respect to another company in the past three years (but, in the case of this clause (ii), only if the Lucus Group knows, after reasonable inquiry, that the third party has, or will as a result of the transaction have, beneficial
ownership of more than 5% of the Common Stock). |
The Lucus Group, jointly and severally, agrees to be responsible for any action or omission
by any of the following that would constitute a breach of this Agreement if directly or indirectly taken or omitted by the Lucus Group: any consultants, agents, representatives, attorneys and advisors of the Lucus Group, to the extent such persons
are directly or indirectly acting on behalf of the Lucus Group.
The restrictions set forth above in this Section 3 shall not apply for the
duration of any period that the Company is not in material compliance with its obligations under Section 2, Section 6 or Section 16 of this Agreement.
4. Representations and Warranties of All Parties; Representations and Warranties of the Lucus Group. Each of the parties
represents and warrants to the other party that: (a) such party has all requisite corporate or limited liability company power (or legal capacity, as applicable) and authority to execute and deliver this Agreement and to perform its obligations
hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in
a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d)
there is currently no pending or outstanding litigation between the Lucus Group and the Company or any of its subsidiaries. The Lucus Group hereby represents and warrants to the Company that as of the date hereof, (i) the Lucus Group
beneficially owns in the
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aggregate 1,878,829 shares of Common Stock, (ii) neither the Lucus Group nor any of its Affiliates is a party to any swap or hedging transactions or other derivative agreement of any nature with
respect to the Voting Securities; and (iii) neither the Lucus Group nor any of its Affiliates is a member of a group with any person or entity outside of the Lucus Group within the meaning of Section 13(d) of the Exchange Act.
5. Remedies; Forum and Governing Law. The parties hereto recognize and agree that if for any reason any of the provisions of this
Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that
in addition to other remedies that any other party shall be entitled to at law or equity, such other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall
allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state
courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of
Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e)
irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such partys principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE
GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH
STATE.
6. Press Release; Non-Disparagement. The parties agree that the Company and the Lucus Group shall jointly issue a
press release no later than two (2) business days following the execution of this Agreement announcing the entry into this Agreement, in the form attached hereto as Exhibit A, and none of the parties to this Agreement shall issue any other
press release with respect to the matters specified herein. During the Restricted Period, each party hereto agrees that it will not, and will cause its Affiliates, Associates, directors, officers and employees not to, and will direct its
agents, representatives, attorneys and advisors not to make, or cause to be made, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, impugns or is reasonably likely to damage the reputation of, (i) in
the case of statements or announcements made by the Lucus Group, the Company or any of its current or
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former officers, directors or employees or (ii) in the case of statements or announcements made by the Company, the Lucus Group or any of its current of former officers, directors, partners,
employees or advisors, in each of the cases in clauses (i) or (ii), in any public communication or in any communication that would reasonably be expected to enter the public domain. The foregoing shall not restrict the ability of any person to
(i) comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought or (ii) make private statements to directors of the Board in
a manner in which public dissemination of such statements would not be reasonably anticipated.
7. Definitions. As used in this
Agreement, the term (a) person shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust,
group, association or other legal entity of any kind or structure; (b) Affiliate shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include persons who become Affiliates of any person
subsequent to the date of this Agreement; (c) Associate shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include persons who become Associates of any person subsequent to the date of this
Agreement; (d) Voting Securities shall mean the shares of the Common Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for,
such shares or other securities, whether or not subject to the passage of time or other contingencies; (e) business day shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is
closed; (f) beneficially own, beneficially owned and beneficial ownership shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; (g) Expiration
Date means the date that is the earlier of (i) thirty (30) days prior to the last date pursuant to which stockholder nominations for director elections are permitted pursuant to the Companys bylaws with respect to the Companys
2017 Annual Meeting of stockholders and (ii) ninety (90) days prior to the first anniversary of the date of the 2016 Annual Meeting; and (h) Extraordinary Transaction shall have the meaning set forth in Section 3(c) of this
Agreement.
8. No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
9. Further Assurances. From and after the execution of this Agreement until the Expiration Date the parties shall cooperate with
each other in good faith in order to implement and carry out the intent of this Agreement.
10. Entire Agreement. This
Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.
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11. Notices. All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate
confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:
If to the Company:
Capital
Senior Living Corporation
14160 Dallas Parkway, Suite 300
Dallas, Texas 75254
Attention: David R. Brickman
Senior Vice President,
Secretary and
General Counsel
Email: dbrickman@capitalsenior.com
With a copy to (which shall not constitute notice):
Paul, Weiss, Rifkind, Wharton & Garrison, LLP
1285 Avenue of the Americas
New
York, NY 10019
Attention: Robert B. Schumer
Jeffrey D. Marell
Email: rschumer@paulweiss.com
jmarell@paulweiss.com
If to the Lucus Group:
Lucus Advisors LLC
80 Broad
Street, Suite 2502
New York, New York 10004
Attention: Schuster Tanger
Email: schuster.tanger@lucusadvisors.com
With a copy to (which shall not constitute notice):
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New
York 10166-0193
Attention: Richard J. Birns
Email: rbirns@gibsondunn.com
12. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of
competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of
this Agreement.
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13. Counterparts. This Agreement may be executed in two or more counterparts (and may
be delivered in portable document format (.pdf)), all of which together shall constitute a single agreement.
14. Successors and
Assigns. This Agreement shall not be assignable or assigned, directly or indirectly, by operation of law or otherwise, by any of the parties to this Agreement.
15. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and is not enforceable by any
other persons.
16. Fees and Expenses. The Company shall reimburse the Lucus Group for all reasonable and documented
out-of-pocket costs, fees and expenses incurred and paid by the Lucus Group in connection with the negotiation, drafting and execution of this Agreement. In no event shall (x) the costs, fees and expenses to be paid or reimbursed by the Company
pursuant to this Section 16 exceed $40,000 or (y) any member of the Lucus Group be required to provide to the Company any documentation, such as certain details of invoices for legal services, to the extent the provision of which could would,
upon the advice of outside legal counsel, reasonably be expected to result in a waiver of the attorney-client privilege. Except as provided in this Section 16, neither the Company, on the one hand, nor the Lucus Group, on the other hand, will
be responsible for any costs, fees or expenses of the other in connection with this Agreement.
17. Interpretation and
Construction. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed
the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement
against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or
preparation. The term including shall be deemed to mean including without limitation in all instances.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to
be executed by its duly authorized representative as of the date first above written.
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Very truly yours, |
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CAPITAL SENIOR LIVING CORPORATION |
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By: |
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/s/ Lawrence A. Cohen |
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Name: Lawrence A. Cohen
Title: CEO |
[Signature Page to Agreement between Lucus Group and Capital Senior Living Corporation]
Accepted and agreed as of the date first written above:
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LUCUS ADVISORS LLC |
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By: |
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/s/ Schuster Tanger |
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Name: Schuster Tanger |
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Title: Managing Member |
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RADIX PARTNERS LLC |
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By: |
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By: |
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/s/ Schuster Tanger |
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Name: Schuster Tanger |
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Title: Managing Member |
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HCRE SPECIAL INVESTMENT |
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By: |
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Radix Partners LLC, |
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its managing member |
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By: |
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/s/ Schuster Tanger |
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Name: Schuster Tanger |
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Title: Managing Member |
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JOSHUA PACKWOOD |
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/s/ Joshua Packwood |
Joshua Packwood |
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SCHUSTER TANGER |
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/s/ Schuster Tanger |
Schuster Tanger |
[Signature Page to
Agreement between Lucus Group and Capital Senior Living Corporation]
Schedule A
Lucus Advisors LLC
Radix Partners LLC
HCRE Special Investment LLC
Schuster Tanger
Joshua Packwood
Exhibit A
Press Release
(See
attached.)
FOR IMMEDIATE RELEASE
CAPITAL SENIOR LIVING CORPORATION AND LUCUS ADVISORS LLC REACH AGREEMENT
DALLAS March 21, 2016 Capital Senior Living Corporation (the Company) (NYSE:CSU), one of the nations largest operators of
senior living communities, and Lucus Advisors LLC (Lucus), an investment management firm overseeing funds including Red Alder Master Fund, LP, today announced that they have reached an agreement in connection with the Companys 2016
annual meeting of stockholders.
Under the terms of the agreement, the Company has agreed to appoint a new, independent Board member. The Company will
consult with Lucus on the appointment and Lucus will propose up to two candidates for inclusion in the Companys selection process, who will be given due consideration as the Board exercises its discretion in selecting such new independent
director.
Lawrence A. Cohen, Chief Executive Officer and a director of the Company, stated, The Board of Directors of Capital Senior Living
Corporation regularly reviews the composition of our Board with the goal of adding new perspectives for the benefit of all of our stockholders. We are confident that a new, independent director will be a valuable addition to our highly qualified and
engaged Board of Directors as we continue to successfully execute our differentiated business strategy and substantially grow in all of our key metrics. We share Lucuss desire to maximize shareholder value and look forward to working
productively with Lucus and our other shareholders to do so.
We are pleased to have reached an agreement with Capital Senior Living
Corporation, said Schuster B. Tanger, Managing Member of Lucus Advisors LLC. The Companys cash flow growth, EBITDAR margins and occupancy, and other key metrics, are among the best in the industry, and we look forward to continuing
to work with the Company to enhance value for all of the Companys stockholders. We support managements commitment to operational excellence, and are confident that the new independent board member will be a strong addition to the Board
who will support the Company in achieving its substantial potential.
The Companys Board will present its recommended slate of director
nominees in the Companys definitive proxy statement and other materials, to be filed with the SEC and mailed to all stockholders eligible to vote at the 2016 Annual Meeting, which has yet to be scheduled.
The agreement between Capital Senior Living and Lucus includes customary standstill and voting commitments. The full agreement between the Company and Lucus
will be included as an exhibit to a Current Report on Form 8-K and filed by the Company with the Securities and Exchange Commission.
About Capital Senior Living
Capital Senior Living Corporation is one of the nations largest operators of residential communities for senior adults. The Companys operating
strategy is to provide value to residents by providing quality senior living services at reasonable prices. The Companys communities emphasize a continuum of care, which integrates independent living, assisted living, and home care services,
to provide residents the opportunity to age in place. The Company operates 126 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 15,800 residents.
About Lucus Advisors LLC
Lucus Advisors LLC, an
SEC-registered investment adviser headquartered in New York, was founded in 2012. Its most well-known offering, Red Alder Master Fund, LP, is an equity multi-strategy hedge fund.
Safe Harbor
This press release contains
forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on those statements because they speak only as of the date of this
release, are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information, without
limitation, concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as may, will, should, believe,
expect, anticipate, intend, plan, estimate or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our
perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions,
you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not
limited to, the Companys ability to find suitable acquisition properties at favorable terms, financing, refinancing, community sales, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing
conditions such as those pertaining to licensure, availability of insurance at commercially reasonable rates, and changes in accounting principles and interpretations among others. These factors and others are discussed in more detail in the
Companys filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015. The Company assumes no obligation to update information contained in this press release. Although this
release may remain available on the Companys website or elsewhere, its continued availability does not indicate that the Company is reaffirming or confirming any of the information contained herein.
Contacts for Capital Senior Living:
Carey P. Hendrickson
Chief Financial Officer
972-770-5600
Or
Meaghan Repko / Dan Moore
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
Contacts for Lucus Advisors LLC:
Sloane & Company
Elliot Sloane, 212-446-1860
or
Jaimee Pavia, 212-446-1863
Exhibit 99.2
FOR IMMEDIATE RELEASE
CAPITAL SENIOR LIVING CORPORATION AND LUCUS ADVISORS LLC REACH AGREEMENT
DALLAS March 21, 2016 Capital Senior Living Corporation (the Company) (NYSE:CSU), one of the nations largest operators of
senior living communities, and Lucus Advisors LLC (Lucus), an investment management firm overseeing funds including Red Alder Master Fund, LP, today announced that they have reached an agreement in connection with the Companys 2016
annual meeting of stockholders.
Under the terms of the agreement, the Company has agreed to appoint a new, independent Board member. The Company will
consult with Lucus on the appointment and Lucus will propose up to two candidates for inclusion in the Companys selection process, who will be given due consideration as the Board exercises its discretion in selecting such new independent
director.
Lawrence A. Cohen, Chief Executive Officer and a director of the Company, stated, The Board of Directors of Capital Senior Living
Corporation regularly reviews the composition of our Board with the goal of adding new perspectives for the benefit of all of our stockholders. We are confident that a new, independent director will be a valuable addition to our highly qualified and
engaged Board of Directors as we continue to successfully execute our differentiated business strategy and substantially grow in all of our key metrics. We share Lucuss desire to maximize shareholder value and look forward to working
productively with Lucus and our other shareholders to do so.
We are pleased to have reached an agreement with Capital Senior Living
Corporation, said Schuster B. Tanger, Managing Member of Lucus Advisors LLC. The Companys cash flow growth, EBITDAR margins and occupancy, and other key metrics, are among the best in the industry, and we look forward to continuing
to work with the Company to enhance value for all of the Companys stockholders. We support managements commitment to operational excellence, and are confident that the new independent board member will be a strong addition to the Board
who will support the Company in achieving its substantial potential.
The Companys Board will present its recommended slate of director
nominees in the Companys definitive proxy statement and other materials, to be filed with the SEC and mailed to all stockholders eligible to vote at the 2016 Annual Meeting, which has yet to be scheduled.
The agreement between Capital Senior Living and Lucus includes customary standstill and voting commitments. The full agreement between the Company and Lucus
will be included as an exhibit to a Current Report on Form 8-K and filed by the Company with the Securities and Exchange Commission.
About Capital Senior Living
Capital Senior Living Corporation is one of the nations largest operators of residential communities for senior adults. The Companys operating
strategy is to provide value to residents by providing quality senior living services at reasonable prices. The Companys communities emphasize a continuum of care, which integrates independent living, assisted living, and home care services,
to provide residents the opportunity to age in place. The Company operates 126 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 15,800 residents.
About Lucus Advisors LLC
Lucus Advisors LLC, an
SEC-registered investment adviser headquartered in New York, was founded in 2012. Its most well-known offering, Red Alder Master Fund, LP, is an equity multi-strategy hedge fund.
Safe Harbor
This press release contains
forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on those statements because they speak only as of the date of this
release, are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information, without
limitation, concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as may, will, should, believe,
expect, anticipate, intend, plan, estimate or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our
perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions,
you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not
limited to, the Companys ability to find suitable acquisition properties at favorable terms, financing, refinancing, community sales, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing
conditions such as those pertaining to licensure, availability of insurance at commercially reasonable rates, and changes in accounting principles and interpretations among others. These factors and others are discussed in more detail in the
Companys filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015. The Company assumes no obligation to update information contained in this press release. Although this
release may remain available on the Companys website or elsewhere, its continued availability does not indicate that the Company is reaffirming or confirming any of the information contained herein.
Contacts for Capital Senior Living:
Carey P. Hendrickson
Chief Financial Officer
972-770-5600
Or
Meaghan Repko / Dan Moore
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
Contacts for Lucus Advisors LLC:
Sloane & Company
Elliot Sloane, 212-446-1860
or
Jaimee Pavia, 212-446-1863
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