11/2/2022 0 Comments Ortelius advisorsThe report issued by Glass Lewis echoes many of our concerns regarding the Board’s failure to effectively size the Company’s financing needs and subsequently run a viable process for pursuing the right quantum of capital on reasonable and equitable terms. "We are very pleased Glass Lewis is recommending that Capital Senior Living’s stockholders vote against the costly, dilutive and poorly-structured Amended Transactions, which would unnecessarily seize significant value from the vast majority of existing stockholders and hand de facto control of the Company to Conversant and Silk Partners following a privately-negotiated agreement. Peter DeSorcy, Managing Member of Ortelius, commented: "In our opinion, voting against the transaction with Conversant is unlikely to send the Company down the path of insolvency, but will instead convey shareholder dissatisfaction with an unfavorable financing transaction and express a desire for the board to secure the capital the Company needs on less dilutive and less egregious terms." "On balance, weighing the foregoing considerations and the salient points made by each of the CSU board and Ortelius in their respective materials and our belief that sufficient capital is likely available from other sources on superior terms, we believe CSU shareholders are best served by voting to reject the proposed transaction." " rather than appealing to the Company's top shareholders simply on the merits of the amended deal terms, it appears the support and participation of Silk and Arbiter were effectively bought through the award of unnecessary fees and unjustified representation on the CSU board, in our view." " the amended deal will potentially result in even greater dilution to existing holders and selling more of the Company's stock to Conversant at even lower prices than under the original agreement." " we are reticent to give the directors deference when it comes to their assessment of the Company's financial position, its review of potential value-enhancing/preserving alternatives, or the evaluation and recommendation of such a significant, transformative financing transaction that effectively amounts to a change of control of the Company at a take-under price." " we note the proposed transaction was approved by a board and a transaction committee comprised mostly of directors who have been at the Company for at least five years, a span during which the Company's investors have suffered significant value destruction." "We take an even dimmer view of the proposed transaction when we consider the litany of unfavorable terms for existing CSU stockholders, the incentives provided to Conversant, Silk, Arbiter and CSU management, and the language and tactics used by the board in an apparent attempt to coerce shareholders into accepting what we consider to be an objectively bad deal for existing investors." "On balance, given CSU's improving operational performance and current financial position we are less inclined to believe shareholder support for such a large, significantly dilutive, change-of-control financing transaction is warranted at this time." Please visit for all documents and presentations pertaining to Ortelius’ advocacy on behalf of fellow stockholders. Please note that voting down the Amended Transactions will enable Capital Senior Living’s Board of Directors (the "Board") to finally pursue readily-available financing alternatives being championed by sizable stockholders, such as Ortelius and Invictus Global Management LLC (together with its affiliates, "Invictus"). ("Glass Lewis") recommends that the Company’s stockholders 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 "Amended Transactions") with Conversant Capital (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 announced Glass, Lewis & Co. NEW YORK, October 14, 2021-( BUSINESS WIRE)-Ortelius Advisors, L.P. Urges Stockholders to Protect Their Investment from Inequitable and Unnecessary Dilution by Voting AGAINST the Amended Transactions at the October 22 nd Special Meeting
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