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. The definitive proxy statement will be delivered to stockholders of the Company. The information in the preliminary proxy statement will not be complete and may be changed. The Company may also file other relevant documents with the SEC regarding the proposed transaction. In connection with the proposed transaction, the Company intends to file a proxy statement with the SEC. When available, a copy of the prospectus supplement may be obtained at the website maintained by the SEC at This communication is being made in connection with the proposed private placement and rights offering. Investors should read the prospectus supplement, when available, and consider the investment objective, risks, fees and expenses of the Company carefully before investing. Any offer will be made only by means of a prospectus forming part of the registration statement. The rights offering will be made pursuant to the Company’s 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. This 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. No Offer or Solicitation /Additional Information and Where to Find It The Board’s 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’s website in the near term. 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 Company values constructive engagement with our stockholders and is committed to maximizing stockholder value. (“Ortelius”) regarding the recently announced transactions with Conversant Capital LLC (“Conversant”). The senior-living industry has been hard hit by the pandemic both because many nursing homes suffered COVID-19 outbreaks and because occupancy rates dropped last year.Capital Senior Living Corporation (“Capital Senior Living” or the “Company”) (NYSE: CSU) confirmed that it received a letter from Ortelius Advisors, L.P. Ortelius has said publicly that it opposes the “series of exceedingly costly and highly dilutive transactions that would also effectively hand over control of the company to Conversant.” In communications with other shareholders, Ortelius said that it wants the company to have options to raise a smaller amount of near-term capital now that its occupancy levels and financial position are improving.Ĭapital Senior did not immediately respond to a request for comment.Įarlier this summer Capital Senior Living said it planned to raise capital through a private placement of convertible preferred stock to Conversant Capital, and that Conversant had agreed to backstop an associated rights offering and issue additional debt at a 15% interest rate. Shareholders will vote on the financing deal on October 12. Ortelius recently increased its ownership of Capital Senior Living to 13%. The terms include a lower borrowing rate than the company’s proposed raise, the sources added. Ortelius has also lined up a term sheet for a $46 million bridge loan for Capital Senior Living, in case the company prefers supplemental debt financing, the sources said. At the time DeSorcy signaled a willingness to provide a near-term cash injection. The offer comes roughly one month after Ortelius said it intended to block plans by the Dallas-headquartered operator of assisted living and related facilities to raise $152.5 million. Ortelius founder Peter DeSorcy has told other shareholders that his firm would be willing to backstop a new equity rights offering of up to $70 million, according to sources and documents reviewed by Reuters.Ĭaligan Partners, another activist investment firm, would also be ready to participate in shoring up fresh capital, the sources said. NEW YORK (Reuters) – Activist investor Ortelius Advisors, one of the largest owners of Capital Senior Living Corp, is offering to provide a near-term cash infusion as an alternative to the company’s proposed fund raising plans which it argues would harm shareholders.
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