Capital Senior Living Affirms Special Meeting Vote Results Approving Conversant Capital Investment and Expiration of Rights Offering
October 28 2021 - 8:00AM
Business Wire
Final Results Confirm that All Company
Proposals Received Shareholder Approval at Special Meeting
Subscription Rights to Purchase 1,133,941
Shares of Common Stock Were Exercised in the Rights Offering
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 the independent Inspector of Election
has certified final vote results from the Special Meeting
confirming that 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”), have been approved.
Additionally, the Company announced the results of its common
stock rights offering (the “Rights Offering”) that expired at 5:00
p.m., New York City time, on October 27, 2021 (the “Expiration
Date”). As of the Expiration Date, subscription rights to purchase
1,133,941 shares were exercised. The Rights Offering gave existing
stockholders 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.
Capital Senior Living will receive aggregate gross proceeds of
approximately $34 million from the Rights Offering and will use the
proceeds to address upcoming debt maturities and immediate working
capital needs.
Conversant and Arbiter Partners will backstop the rights
offering through additional purchases of common stock at the
subscription price.
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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211028005625/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)
Historical Stock Chart
From Jul 2024 to Aug 2024
Capital Senior Living (NYSE:CSU)
Historical Stock Chart
From Aug 2023 to Aug 2024