Ortelius Issues Presentation Regarding its Opposition to Capital Senior Living’s Costly, Dilutive and Outsized Transactions with Conversant Capital

Rhea-AI Summary

Ortelius Advisors, owning 12.7% of Capital Senior Living Corporation, urges stockholders to vote AGAINST the Company’s proposals on the GOLD proxy card at the October 12 special meeting. They argue that the Board’s assessment of financing needs is fundamentally flawed, overlooking the industry recovery and low-interest capital options. Ortelius believes voting NO can lead to viable alternatives, potentially raising up to $70 million in a new equity rights offering, which they are willing to support if separate from the proposed transactions.

Positive

• Potential to raise up to $70 million in capital if Ortelius's proposals are accepted.
• Ortelius is prepared to backstop new equity rights offerings, showing their commitment to the company's better financial future.

Negative

• Current proposals may be costly, dilutive, and unnecessary, transferring control to Conversant at a discount.
• The Board of Directors allegedly mishandled the assessment of the Company's capital needs and financing options.

Urges Stockholders to Vote AGAINST the Company’s Proposals on the GOLD Proxy Card at the October 12^th Special Meeting

NEW YORK--(BUSINESS WIRE)-- Ortelius Advisors, L.P. (together with its affiliates, “Ortelius” or “we”), which owns approximately 12.7% of the outstanding common stock of Capital Senior Living Corporation (“Capital Senior Living” or the “Company”), today released a detailed presentation regarding its opposition to the Company’s proposed financing transactions (the “Proposed Transactions”) with Conversant Capital LLC (together with its affiliates, “Conversant”). Ortelius urges Capital Senior Living’s stockholders to vote AGAINST all of the Company’s proposals on the GOLD proxy card at the upcoming meeting of stockholders (the “Special Meeting”) on October 12, 2021. View the full presentation at www.SaveCSU.com.

Peter DeSorcy, Managing Member of Ortelius, commented:

“Our detailed presentation demonstrates that Capital Senior Living’s Board of Directors ran a deeply-flawed process for assessing the Company’s capital needs and financing options. Our analysis indicates that over the course of the first half of 2021, the Board of Directors overlooked the industry’s recovery, the Company’s improving fundamentals and a world awash in trillions of dollars in liquidity at historically low interest rates and credit spreads. This is why stockholders are now being asked to vote on a series of costly, dilutive and unnecessary transactions that would effectively hand control of the business to Conversant at a material discount. Fortunately, stockholders can reject the Proposed Transactions at the upcoming Special Meeting and put the Company in a position to evaluate what we believe are readily available and viable financing alternatives.

As outlined in our presentation, Ortelius believes there are superior alternatives for the Company to consider if the Proposed Transactions are voted down. We are prepared to participate as a backstop and subscribe well beyond our pro rata share in a new equity rights offering, provided that such an offering is decoupled from the Proposed Transactions. Ortelius views this as a clear path to raising up to $70 million in capital – a sum that we believe can more than satisfy Capital Senior Living’s near-term needs. We encourage our fellow stockholders to review our full presentation to assess this path and other options.”

About Ortelius Advisors, L.P.

Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities. Founded in 2015 by Peter DeSorcy and H.R.H. Prince Pavlos, the asset manager is based in New York City.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210915005653/en/

Stockholders:

Okapi Partners

Mark Harnett, 646-556-9350

mharnett@okapipartners.com

Media:

MKA

Greg Marose / Bela Kirpalani, 646-386-0091

gmarose@mkacomms.com / bkirpalani@mkacomms.com

Source: Ortelius Advisors, L.P.

FAQ

What is Ortelius Advisors asking Capital Senior Living's stockholders to do on October 12?

Ortelius Advisors urges stockholders to vote AGAINST the Company's proposals on the GOLD proxy card.

What percentage of Capital Senior Living's stock does Ortelius Advisors own?

Ortelius Advisors owns approximately 12.7% of the outstanding common stock of Capital Senior Living Corporation.

What alternative financing options does Ortelius suggest for Capital Senior Living?

Ortelius believes there are superior alternatives to the proposed transactions, potentially raising up to $70 million if stockholders reject the current proposals.

When is the special meeting for Capital Senior Living stockholders?

The special meeting is scheduled for October 12, 2021.