Capital Senior Living Responds to Ortelius Advisors Letter

Capital Senior Living Corporation (“Capital Senior Living” or the “Company”) (NYSE: CSU) confirmed that it received a letter from Ortelius Advisors, L.P. (“Ortelius”) regarding the recently announced transactions with Conversant Capital LLC (“Conversant”).

The Company values constructive engagement with our stockholders and is committed to maximizing stockholder value. As previously announced, the Board of Directors of the Company engaged in a thorough process to explore strategic alternatives and seek financing sources for the Company to address its liquidity needs and following the completion of this review, the Board unanimously approved the proposed transaction with Conversant. The Board’s process and rationale for approving the transactions will be set out in more detail in the preliminary proxy statement which will be available to stockholders on the SEC’s website in the near term.

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, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The rights offering will be made pursuant to the Company’s shelf registration statement on Form S-3, which became effective on May 6, 2020, and a prospectus supplement containing the detailed terms of the rights offering to be filed with the SEC. Any offer will be made only by means of a prospectus forming part of the registration statement. Investors should read the prospectus supplement, when available, and consider the investment objective, risks, fees and expenses of the Company carefully before investing. When available, a copy of the prospectus supplement may be obtained at the website maintained by the SEC at www.sec.gov.

This communication is being made in connection with the proposed private placement and rights offering. In connection with the proposed transaction, the Company intends to file a proxy statement with the SEC. The Company may also file other relevant documents with the SEC regarding the proposed transaction. The information in the preliminary proxy statement will not be complete and may be changed. The definitive proxy statement will be delivered to stockholders of the Company. This communication is not a substitute for any proxy statement or any other document that may be filed with the SEC in connection with the proposed transaction.