\nCapital Senior Living Corporation (\u201cCapital Senior Living\u201d or the \u201cCompany\u201d) (NYSE: CSU) confirmed that it received a letter from Ortelius Advisors, L.P. (\u201cOrtelius\u201d) regarding the recently announced transactions with Conversant Capital LLC (\u201cConversant\u201d).\n<\/p>\n
\nThe Company values constructive engagement with our stockholders and is committed to maximizing stockholder value. As previously announced, the Board of Directors of the Company engaged in a thorough process to explore strategic alternatives and seek financing sources for the Company to address its liquidity needs and following the completion of this review, the Board unanimously approved the proposed transaction with Conversant. The Board\u2019s process and rationale for approving the transactions will be set out in more detail in the preliminary proxy statement which will be available to stockholders on the SEC\u2019s website in the near term.\n<\/p>\n
No Offer or Solicitation \/Additional Information and Where to Find It<\/b><\/p>\n
\nThis press release 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 rights offering will be made pursuant to the Company\u2019s shelf registration statement on Form S-3, which became effective on May 6, 2020, and a prospectus supplement containing the detailed terms of the rights offering to be filed with the SEC. Any offer will be made only by means of a prospectus forming part of the registration statement. Investors should read the prospectus supplement, when available, and consider the investment objective, risks, fees and expenses of the Company carefully before investing. When available, a copy of the prospectus supplement may be obtained at the website maintained by the SEC at www.sec.gov<\/a><\/span>.\n<\/p>\n \nThis communication is being made in connection with the proposed private placement and rights offering. In connection with the proposed transaction, the Company intends to file a proxy statement with the SEC. The Company may also file other relevant documents with the SEC regarding the proposed transaction. The information in the preliminary proxy statement will not be complete and may be changed. The definitive proxy statement will be delivered to stockholders of the Company. This communication is not a substitute for any proxy statement or any other document that may be filed with the SEC in connection with the proposed transaction.\n<\/p>\n \nINVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT 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.\n<\/p>\n \nInvestors and security holders will be able to obtain free copies of the preliminary proxy statement and the definitive proxy statement (in each case, if and when available) and other documents containing important information about the Company and the proposed transaction once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov<\/a>. Copies of the documents filed with the SEC by the Company will be available free of charge at sec.gov.\n<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nThe 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 \u201cparticipants\u201d in the solicitation of proxies in connection with the proposed transaction. Information regarding the Company\u2019s 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, will be contained in the proxy statement and other relevant materials relating to the proposed transaction to be filed with the SEC when they become available.\n<\/p>\n About Capital Senior Living<\/b><\/p>\n \nDallas-based Capital Senior Living Corporation is one of the nation\u2019s 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<\/a><\/span> or connect with the Company on Facebook<\/a><\/span> or Twitter<\/a><\/span>.\n<\/p>\n Safe Harbor<\/b><\/p>\n The forward-looking statements in this press release are subject to certain risks and uncertainties that could cause the Company\u2019s actual results and financial condition to differ materially, including, but not limited to, the Company\u2019s 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\u2019s 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\u2019s response efforts; the impact of COVID-19 and the Company\u2019s near-term debt maturities on the Company\u2019s ability to continue as a going concern; the Company\u2019s 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\u2019s capital improvement projects to expand, redevelop, and\/or reposition its senior living communities; the Company\u2019s ability to obtain additional capital on terms acceptable to it; the Company\u2019s ability to extend or refinance its existing debt as such debt matures; the Company\u2019s compliance with its debt agreements, including certain financial covenants, and the risk of cross-default in the event such non-compliance occurs; the Company\u2019s 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 Fannie Mae, Healthpeak, Ventas, and Welltower; the Company\u2019s 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\u2019s 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\u2019s insurance policies and the Company\u2019s 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\u2019s reports filed with the Securities and Exchange Commission.<\/i><\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20210810005779\/en\/<\/a><\/span><\/p>\n \nCapital Senior Living KEYWORDS:<\/b> United States North America Texas<\/p>\n INDUSTRY KEYWORDS:<\/b> Health Consumer Residential Building & Real Estate Seniors Managed Care Construction & Property<\/p>\n<\/p>\n
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Kimberly Lody
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President and Chief Executive Officer
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(972) 308-8323, klody@capitalsenior.com<\/a><\/p>\n
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