Here are just a few of the key facts that reinforce why the Amended Transactions are the wrong path forward for the Company's stockholders:Ĭapital Senior Living’s October 7 th claim that voting down the Amended Transactions will lead to "insolvency" is unsupported by any publicly-available financial analysis – this hyperbolic claim leads us to believe that the Company’s leadership, which is economically incentivized and contractually required to support the Conversant deal, will continue to say anything to try to secure votes. Ortelius invites all fellow stockholders – large and small – to engage with us to understand our analysis of the Company’s capital needs and the readily-available financing alternatives that exist." We believe the Ortelius and Invictus commitments represent the highest level of certainty possible without investors having the ability to negotiate with the Company due to its extremely questionable decision to give up its right to negotiate with parties offering superior alternative financing. It appears that the only reason ISS tepidly supported the Amended Transactions is because they provide a degree of 'certainty.’ However, there are existing stockholders committed to providing immediate capital on far better terms. We see absolutely no need to vote for the Amended Transactions, which include punitive dilution and give away control of the business at a discount to a subset of stockholders who struck a secret agreement at the expense of all other investors. It appears ISS overlooked that the Ortelius and Invictus proposals include an immediate injection of $55 million, and that the Invictus terms include a subsequent $75 million in the form of a backstopped rights offering for a convertible instrument that could mitigate dilution for participants and minimize leverage over time. The fact is that Ortelius and other stockholders, such as Invictus Global Management LLC ("Invictus"), have made public commitments to promptly provide affordable, contingency-free and potentially non-dilutive capital to address the Company’s liquidity needs. We question how ISS can provide ‘cautionary support’ for this type of deal on one hand, while acknowledging the existence of 'a competing offer that could address the company's capital needs with less dilution' on the other hand. "We firmly believe ISS erred by recommending ‘cautionary support’ for the costly, dilutive and poorly-structured Amended Transactions that would seize significant value from existing stockholders and hand de facto control of Capital Senior Living to Conversant and Silk following their privately-negotiated agreement. Peter DeSorcy, Managing Member of Ortelius, commented: Please visit for all documents and presentations pertaining to our advocacy on behalf of all of the Company’s stockholders. Voting down the Amended Transactions will enable the Board of Directors (the "Board") to pursue readily-available financing alternatives being championed by existing stockholders. Ortelius urges Capital Senior Living’s stockholders to vote AGAINST all of the Company’s proposals, including the Amended Transactions, on the GOLD proxy card at the upcoming meeting of stockholders (the "Special Meeting") on October 22, 2021. The Amended Transactions are also supported by Arbiter Partners QP, LP ("Arbiter") and Silk Partners, LP ("Silk"), who each received special consideration in exchange for signing voting agreements with the Company. ("ISS") regarding the Company’s amended financing transactions (the "Amended Transactions") with Conversant Capital LLC (together with its affiliates, "Conversant"). (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 responded to the recommendation issued by Institutional Shareholder Services, Inc. NEW YORK, October 11, 2021-( BUSINESS WIRE)-Ortelius Advisors, L.P. Urges Stockholders to Protect Their Investment from Punitive and Unnecessary Dilution by Voting AGAINST the Amended Transactions at the October 22 nd Special Meeting Underscores that Ortelius and Others have Attempted to Engage with the Company Regarding Alternative Financing Solutions, but the Board Signed Away its Fiduciary Out and Remains Legally Prevented from Discussing Alternatives Until the Conversant Deal is Voted Down
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