Exhibit 99.1
FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEES
CAPITAL SENIOR LIVING CORPORATION
Subscription Rights to Purchase Shares of Common Stock
Offered Pursuant to Subscription Rights
Distributed to Stockholders
of Capital Senior Living Corporation
September 10, 2021
To Brokers, Dealers, Banks and Other Nominees:
This letter is being distributed to brokers, dealers, custodian banks and other nominees in connection with the rights offering (the “Rights Offering”) by Capital Senior Living Corporation, a Delaware corporation (the “Company”), of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to non-transferable subscription rights (the “Rights”) distributed to all stockholders of record as of 5:00 p.m., New York City time, on September 10, 2021 (the “Record Date”). The Rights are described in the Company’s Base Prospectus, dated May 6, 2020 (the “Base Prospectus”), and the Prospectus Supplement, dated September 10, 2021 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).
In the rights offering, the Company is offering up to an aggregate of 2,190,599 shares of its Common Stock as described in the Prospectus. The Rights may be exercised at any time during the subscription period, which commences on September 10, 2021 and ends at 5:00 p.m., New York City Time, on October 18, 2021, unless extended by the Company, including to provide additional time for the Company’s stockholders to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock from 4,333,334 shares to 15,000,000 shares (as it may be extended, the “Expiration Date”).
As described in the Prospectus, each stockholder of record is entitled to one Right for each share of Common Stock owned by such stockholder on the Record Date, evidenced by non-transferable rights certificates (the “Rights Certificates”) registered in the Recordholder’s name or the name of its nominee. Each Right allows the holder thereof to subscribe (the “Basic Subscription Privilege”) at the cash price of $32.00 per share (the “Subscription Price”) for one share of Common Stock.
Rights may only be exercised for whole numbers of shares of Common Stock; no fractional Rights or cash in lieu thereof will be issued or paid. Instead, fractional Rights (if any) will be rounded up to the nearest whole number.
In addition, Rights holders that fully exercise their Basic Subscription Privilege will also be eligible to subscribe (the “Oversubscription Privilege”), at the same cash price of $32.00 per share, for up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other Rights holders under their Basic Subscription Privilege. If an insufficient number of shares is available to fully satisfy the Oversubscription Privilege requests,