Capital Senior Living Wins Proxy Contest and Closes Financing Transaction with Conversant Capital

November 4, 2021

Willkie represented Capital Senior Living in the transaction.

On November 3, 2021, Capital Senior Living, a leading owner-operator of senior living communities across the United States, closed its financing transactions with Conversant Capital, raising a total of $154.8 million, including aggregate gross proceeds of approximately $34 million from a common stock rights offering.

Following a thorough process by the board of directors to explore strategic alternatives and seek financing sources to address its liquidity needs, Capital Senior Living originally entered into an investment agreement with affiliates of Conversant on July 22, 2021 to raise up to $152.5 million through (a) the private placement of convertible preferred stock to affiliates of Conversant and (b) a common stock rights offering to its existing stockholders, partially backstopped by Conversant. Conversant also agreed to provide an incremental $25 million accordion for future investment, subject to certain conditions. The transaction was subject to receipt of stockholder approval.

Ortelius Advisors, one of the company’s largest shareholders, publicly opposed the proposed transaction with Conversant and ran a proxy contest against approval of the transaction. On October 1, 2021, the company entered into an amended and restated investment agreement with affiliates of Conversant. The amended agreement provided for the company to raise up to $154.8 million through the combination of (a) the private placement of convertible preferred stock, common stock and warrants to Conversant; (b) an amended common stock rights offering to the company’s existing stockholders, with a revised subscription price, backstopped by Conversant and Arbiter Partners, another large shareholder of the company; and (c) an incremental $25 million accordion from Conversant for future investment at the company’s option, subject to certain conditions. Two of the company’s largest stockholders agreed to support the amended transaction. Ortelius continued to oppose the amended transaction.

On October 22, 2021, the company’s stockholders approved the transaction at a special meeting.

The Willkie team was led by partners Steven Seidman, Laura Delanoy and Laura Acker.