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Ortelius Urges Capital Senior Living’s Stockholders to Give the Company’s Board an Opportunity to Pursue Superior Financing by Voting AGAINST the Conversant Deal at Upcoming Special Meeting
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Rhea-AI Summary
Ortelius Advisors, L.P. (owning 12.7% of Capital Senior Living, NYSE: CSU) is urging shareholders to vote AGAINST all management proposals at the Special Meeting on October 22, 2021. This includes rejecting amended financing transactions with Conversant Capital, which Ortelius criticizes as costly and dilutive. Ortelius contends that voting against these proposals would allow the Board to explore better financing options, involving potential non-dilutive capital support amounting to $55 million from Ortelius and Invictus Global Management.
Positive
Potential access to $55 million in non-dilutive capital from Ortelius and Invictus.
Negative
Management's proposals viewed as costly and dilutive, risking shareholder value.
Concerns raised about the Board's motivations influenced by Conversant's interests.
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 (NYSE: CSU) (“Capital Senior Living” or the “Company”), today urged its fellow stockholders to vote AGAINST all of management’s proposals at the upcoming meeting of stockholders (the “Special Meeting”) on October 22, 2021, including the costly, dilutive and poorly-structured amended financing transactions (the “Transactions”) with Conversant Capital (together with its affiliates, “Conversant”). Please note that voting down the Transactions will enable Capital Senior Living’s Board of Directors (the "Board") to finally pursue readily-available and far better financing alternatives being championed by sizable stockholders, such as Ortelius and Invictus Global Management LLC (together with its affiliates, “Invictus"). Please visit www.SaveCSU.com for all documents and presentations pertaining to Ortelius’ advocacy on behalf of fellow stockholders.
Peter DeSorcy, Managing Member of Ortelius, commented:
“Ortelius firmly believes in Capital Senior Living’s long-term prospects and wants to be one of the Company’s largest stockholders for years to come. This is why we have invested a significant amount of time, energy, resources and capital in a constructive campaign to block Capital Senior Living’s costly, dilutive and poorly-structured deal with Conversant. Ortelius has spent hundreds of hours analyzing the Company and can state with great confidence that we would not be opposing the deal if we felt there was a chance Capital Senior Living would descend into insolvency upon the Transactions being voted down at the Special Meeting. We categorically reject the Board’s brazen claims and unseemly scare tactics, which are motivated by the incentives afforded to Conversant, Arbiter Partners, Silk Partners and management, and notably at the expense of all other stockholders.
The reality is that Ortelius and other stockholders, such as Invictus, have made firm public commitments to promptly provide affordable, contingency-free and potentially non-dilutive capital to address the Company’s liquidity needs. If taken together, the Ortelius and Invictus proposals would provide an immediate injection of $55 million, and more capital shortly thereafter through a fully backstopped rights offering. However, you are not being asked to vote on the Conversant deal versus the Ortelius-Invictus solution – you are choosing between accepting the questionable, punitively-dilutive Transactions versus allowing Capital Senior Living to negotiate with capital providers putting forth superior terms. Given the number of investors publicly conveying their willingness to inject monies into the Company on reasonable terms, there is no need to essentially hand over control of the Board and business to Conversant and a select few privileged investors.
Ortelius sees a bright future ahead for Capital Senior Living – and one that should be shared by all of the Company’s existing stockholders on equal footing.”
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.
