Capital Senior Living Announces Key Dates for Rights Offering

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 set the record date and expected subscription period for the approximately $70 million common stock rights offering previously announced on July 22, 2021. 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 will commence 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 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.

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.