Exhibit 99.3
Capital Senior Living Announces Commencement of Rights Offering
DALLAS, September 10, 2021 - Capital Senior Living Corporation (NYSE: CSU) (“Capital Senior Living” or the “Company”), a leading owner-operator of senior living communities across the United States, announced today that it has commenced its previously announced approximately $70 million common stock rights offering.
Under the rights offering, the Company will distribute to each holder of the Company’s common stock one non-transferable right to purchase one share of the Company’s common stock at a cash subscription price of $32.00 per share for each share of the Company’s common stock held as of 5:00 p.m., New York City time, on September 10, 2021, the record date for the rights offering. Rights holders who fully exercise their rights will be entitled to subscribe for additional shares of the Company’s common stock that remain unsubscribed as a result of any unexercised rights. The Company will not issue any fractional shares of the Company’s common stock in the rights offering.
The rights may be exercised at any time during the subscription period, which commenced on September 10, 2021. The rights will expire if they are not exercised by 5:00 p.m., New York City time, on October 18, 2021, unless the Company extends the rights offering subscription period.
The Company expects to issue up to an aggregate of approximately 2,190,599 new shares of its common stock in connection with the rights offering and, to the extent the rights offering is not fully subscribed, up to $42.5 million of Series A Convertible Preferred Stock to affiliates of Conversant Capital LLC (“Conversant Capital”) in the form of a partial backstop to the offering (the “Backstop Commitment”).
The Company expects to use the net proceeds received from the exercise of the rights and the Backstop Commitment for working capital, to repay debt and to fund accretive growth projects.
The rights offering is being made pursuant to the Investment Agreement, dated as of July 22, 2021, by and between the Company and Conversant Capital (the “Investment Agreement”) and is subject to the satisfaction of certain conditions, including the receipt of stockholder approval to amend the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock and the consummation of the transactions pursuant to the Investment Agreement.
The Company expects to mail subscription certificates evidencing the rights and a copy of the prospectus and prospectus supplement for the rights offering to stockholders as of the rights offering record date beginning on or about September 10, 2021. Holders of shares of common stock in “street name” through a brokerage account, bank or other nominee will not receive physical subscription certificates evidencing the rights and must instruct their broker, bank or nominee whether to exercise subscription rights on their behalf. For any questions or further information about the rights offering, please call Georgeson LLC, the information agent for the rights offering, at 866-216-0462.
Neither the Company nor its Board of Directors has made any recommendation as to whether stockholders should exercise their rights. Stockholders are urged to carefully review the prospectus supplement and subscription materials the Company will provide and consult with their own legal and financial advisors in deciding whether or not to exercise the rights. The rights will be non-transferable. As such, stockholders will not be able to sell their rights if they do not wish to exercise them.
No Offer or Solicitation /Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer,