Capital Senior Living Announces Postponement of Special Meeting of Shareholders | 2021-09-28 | Press Releases
Capital Senior Living Corporation (“Capital Senior Living & CloseCurlyDoubleQuote; or the” Company & CloseCurlyDoubleQuote;) (NYSE: CSU), a leading owner-operator of senior communities in the United States, today announced that it is deferring its next extraordinary shareholders’ meeting (the âSpecial Meeting & CloseCurlyDoubleQuote;â) until October 22, 2021.
The record date for determining shareholders entitled to vote at the Special Meeting will remain close of business on August 25, 2021. The Special Meeting will be held on Friday, October 22, 2021 at 10:00 a.m. Central Time at the Residence Inn . Dallas by the Galleria, Highland Park Conference Room, 5460 James Temple Drive, Dallas, Texas 75240.
The board of directors of the company & CloseCurlyQuote; strongly recommends that all shareholders vote “FORâEach of the proposals to the Extraordinary Assembly.
Shareholders of Capital Senior Living who need help voting for their shares or have questions can contact Georgeson LLC at 212-440-9850.
No offers or solicitation / Additional information and where to find it
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any state or other jurisdiction in which such an 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 is being made in accordance with the company’s pre-registration statement on Form S-3, which came into effect on May 6, 2020, and a prospectus supplement containing the detailed terms of the offering of rights filed with the SEC on Sept. 10. 2021. Any offering will be made only by means of a prospectus and a prospectus supplement forming part of the registration statement. Investors should read the prospectus and the prospectus supplement and carefully consider the investment objective, risks, charges and expenses of the Company before investing. Copies of the Prospectus and Prospectus Supplement can be obtained from the website maintained by the SEC at www.sec.gov.
In connection with the proposed transaction with Conversant, the Company filed a proxy with the SEC on August 31, 2021. The Company may also file other relevant documents with the SEC relating to the proposed transaction. The proxy circular is delivered to the shareholders of the Company. This communication does not replace the proxy circular or any other document that may be filed with the SEC in connection with the proposed transaction.
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY THE FORM OF PROXY AND ANY OTHER RELEVANT DOCUMENTS WHICH MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS, CAREFULLY AND IF IN COMPLETE. CONTAIN OR CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION BECOMES AVAILABLE.
Investors and security holders can obtain free copies of the final proxy statement and other documents containing important information about the Company and the proposed transaction through the website maintained by the SEC at www.sec. gov.
Participants in the call for tenders
The Company and its officers and directors and certain other officers and employees may, under SEC rules, be considered âparticipants & CloseCurlyDoubleQuote; in the solicitation of proxies in connection with the proposed transaction. Information concerning the directors and officers of the company & CloseCurlyQuote; are available in its Schedule 14A proxy statement for its 2020 annual meeting of shareholders, 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 April 30, 2021. These documents may be obtained free of charge from the sources listed above. Further information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by title or otherwise, is contained in the proxy circular and other relevant documents relating to the proposed transaction filed with the SEC.
About Capital Senior Living
Based in Dallas, Capital Senior Living Corporation is a leading national operator of independent living, assisted living and memory care communities for the elderly. The company operates 75 communities that are home to nearly 7,000 residents in 18 states, providing compassionate, resident-centered services and care and engaging programming. Society offers older people the freedom and opportunity to age successfully, comfortably and happily in their own homes. For more information, visit http://www.capitalsenior.com or connect with the company on Facebook or Twitter.
Conversant Capital LLC is a private investment advisor founded in 2020. The company pursues credit and equity investments in the real estate, digital infrastructure and hospitality sectors in the public and private markets. More information is available at www.conversantcap.com.
The forward-looking statements contained in this press release are subject to certain risks and uncertainties that could cause actual results to differ materially and the financial condition of the company, including, but not limited to, the ability of the company to obtain shareholder approval for the proposed transaction; the satisfaction of all conditions upon closing of the proposed transaction; other risks associated with the completion of the proposed transaction, including the risk that the transaction will not be completed on time or at all; costs associated with the proposed transaction; the impact of the proposed transaction on the activities of the Company; any legal proceedings that may be initiated in connection with the proposed transaction; the continued spread of COVID-19, including the speed, depth, geographic scope and duration of such spread; new information that may emerge regarding the severity of COVID-19; measures taken to prevent or contain the spread of COVID-19 or address its impact; legal, regulatory and administrative developments occurring at the federal, state and local levels in response to the COVID-19 pandemic; the frequency and extent of legal actions and liability claims that may arise as a result of COVID-19 or the company’s response efforts; the impact of COVID-19 and the Company’s short-term debt maturities on the Company’s ability to continue operating; the Company’s ability to generate sufficient cash flow from operations, additional revenue from debt refinancing and proceeds from the sale of assets to meet its short and long-term debt obligations and to finance projects improvement of the Company’s fixed assets to extend, redevelop and / or reposition its residences for the elderly; the Company’s ability to raise 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 of non-compliance; the Company’s ability to complete acquisitions and disposals on favorable terms or not 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 to remedy the material weakness identified; the risk of oversupply and increased competition in the markets in which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changing regulatory requirements; the departure of the principal officers and staff of the Company; the cost and difficulty of complying with applicable licensing, legislative oversight or regulatory changes; risks associated with worsening economic conditions in general; the suitability and continued availability of the Company’s insurance policies and the Company’s ability to recover losses it incurs under such policies; changes in accounting principles and interpretations; and other risks and factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission.