UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Trading symbol(s) |
Name of each exchange on which registered | ||
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A special meeting of the stockholders of Capital Senior Living Corporation, a Delaware corporation (the “Company”), was held on October 22, 2021 at 10:00 a.m. Central Time (the “Special Meeting”) virtually via the internet for stockholders to vote on the proposals described in the proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 31, 2021, as amended by the amendment thereto filed with the SEC on October 4, 2021. The final voting results for each of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
| Proposal 1: | The Company’s stockholders approved the issuance of up to 66,250 shares of newly designated Series A Convertible Preferred Stock of the Company, which shares will be convertible into shares of Common Stock of the Company, up to 3,508,306 shares of Common Stock of the Company and 1,031,250 Warrants to acquire Common Stock of the Company, to affiliates of Conversant Capital LLC. |
The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 1,160,955 |
510,210 | 676 |
| Proposal 2: | The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 4,333,334 shares to 15,000,000 shares. |
The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 1,247,987 |
606,444 |
2,791 |
| Proposal 3: | The Company’s stockholders approved an amendment to the Company’s 2019 Omnibus Stock and Incentive Plan to (i) increase the number of shares of Common Stock that the Company may issue under such plan from 150,000 shares to 797,699 shares and (ii) to exclude 257,000 shares from the minimum vesting provisions of such plan. |
The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 1,195,832 |
657,829 |
3,561 |
| Proposal 4: | The Company’s stockholders approved the issuance to Arbiter Partners QP, LP of up to 183,959 shares of Common Stock of the Company. |
The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 1,071,678 |
598,763 |
1,400 |
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| Proposal 5: | The Company’s stockholders approved the adjournment of the Special Meeting to solicit additional proxies if there had been insufficient proxies at the Special Meeting to approve the foregoing proposals. |
The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 1,145,161 |
708,082 |
3,979 |
| Item 7.01 | Regulation FD Disclosure. |
On October 22, 2021, the Company issued a press release announcing its preliminary estimate that its stockholders had approved the proposals submitted to a vote at the Special Meeting. A copy of the press release is attached as Exhibits 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated October 22, 2021, titled “Capital Senior Living Shareholders Approve Amended Investment Agreement with Conversant Capital.” | |
| 104 | Cover Page Interactive Date File-formatted as Inline XBRL. | |
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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.
Date: October 27, 2021
| Capital Senior Living Corporation | ||
| By: | /s/ David R. Brickman | |
| Name: | David R. Brickman | |
| Title: | Senior Vice President, Secretary and General Counsel | |
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Exhibit 99.1
Capital Senior Living Shareholders Approve Amended Investment Agreement
with Conversant Capital
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
DALLAS, October 22, 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.
Contacts:
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
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Company Contact:
Capital Senior Living
Kimberly Lody
President and Chief Executive Officer
(972) 308-8323, klody@capitalsenior.com
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Document and Entity Information |
Oct. 22, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CAPITAL SENIOR LIVING CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001043000 |
| Document Type | 8-K |
| Document Period End Date | Oct. 22, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-13445 |
| Entity Tax Identification Number | 75-2678809 |
| Entity Address, Address Line One | 16301 Quorum Drive |
| Entity Address, Address Line Two | Suite 160A |
| Entity Address, City or Town | Addison |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75254 |
| City Area Code | (972) |
| Local Phone Number | 770-5600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | CSU |
| Security Exchange Name | NYSE |