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)
(State or other jurisdiction of incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s 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):
| 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:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| Item 8.01 | Other Events. |
On October 28, 2021, Capital Senior Living Corporation (the “Company”) issued a press release announcing the expiration and results of its previously announced rights offering, which expired at 5:00 p.m., New York City time, on October 27, 2021.
The press release also announced that the independent Inspector of Election has certified final vote results from the Company’s Special Meeting of stockholders confirming that all proposals were approved, including the plan to raise up to $154.8 million through a series of financing transactions with Conversant Capital LLC. A copy of the press release is attached as Exhibits 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated October 28, 2021, titled “Capital Senior Living Affirms Special Meeting Vote Results Approving Conversant Capital Investment and Expiration of Rights Offering.” | |
| 104 | Cover Page Interactive Date File-formatted as Inline XBRL. | |
- 2 -
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 28, 2021 | Capital Senior Living Corporation | |||||
| By: | /s/ David R. Brickman | |||||
| Name: | David R. Brickman | |||||
| Title: | Senior Vice President, Secretary and General Counsel | |||||
- 3 -
Exhibit 99.1
Capital Senior Living Affirms Special Meeting Vote Results Approving Conversant Capital Investment and Expiration of Rights Offering
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
DALLAS, October 28, 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 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.
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
Company Contact:
Capital Senior Living
Kimberly Lody
President and Chief Executive Officer
(972) 308-8323, klody@capitalsenior.com
-2-
Document and Entity Information |
Oct. 28, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CAPITAL SENIOR LIVING CORP |
| Security Exchange Name | NYSE |
| Amendment Flag | false |
| Entity Central Index Key | 0001043000 |
| Document Type | 8-K |
| Document Period End Date | Oct. 28, 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 |