Capital Senior Living Corporation and Lucus Advisors LLC Reach Agreement
March 21 2016 - 6:00AM
Business Wire
Capital Senior Living Corporation (the “Company”) (NYSE:CSU),
one of the nation’s largest operators of senior living communities,
and Lucus Advisors LLC (“Lucus”), an investment management firm
overseeing funds including Red Alder Master Fund, LP, today
announced that they have reached an agreement in connection with
the Company’s 2016 annual meeting of stockholders.
Under the terms of the agreement, the Company has agreed to
appoint a new, independent Board member. The Company will consult
with Lucus on the appointment and Lucus will propose up to two
candidates for inclusion in the Company’s selection process, who
will be given due consideration as the Board exercises its
discretion in selecting such new independent director.
Lawrence A. Cohen, Chief Executive Officer and a director of the
Company, stated, “The Board of Directors of Capital Senior Living
Corporation regularly reviews the composition of our Board with the
goal of adding new perspectives for the benefit of all of our
stockholders. We are confident that a new, independent director
will be a valuable addition to our highly qualified and engaged
Board of Directors as we continue to successfully execute our
differentiated business strategy and substantially grow in all of
our key metrics. We share Lucus’s desire to maximize shareholder
value and look forward to working productively with Lucus and our
other shareholders to do so.”
“We are pleased to have reached an agreement with Capital Senior
Living Corporation,” said Schuster B. Tanger, Managing Member of
Lucus Advisors LLC. “The Company’s cash flow growth, EBITDAR
margins and occupancy, and other key metrics, are among the best in
the industry, and we look forward to continuing to work with the
Company to enhance value for all of the Company’s stockholders. We
support management’s commitment to operational excellence, and are
confident that the new independent board member will be a strong
addition to the Board who will support the Company in achieving its
substantial potential.”
The Company’s Board will present its recommended slate of
director nominees in the Company's definitive proxy statement and
other materials, to be filed with the SEC and mailed to all
stockholders eligible to vote at the 2016 Annual Meeting, which has
yet to be scheduled.
The agreement between Capital Senior Living and Lucus includes
customary standstill and voting commitments. The full agreement
between the Company and Lucus will be included as an exhibit to a
Current Report on Form 8-K and filed by the Company with the
Securities and Exchange Commission.
About Capital Senior
Living
Capital Senior Living Corporation is one of the nation’s largest
operators of residential communities for senior adults. The
Company’s operating strategy is to provide value to residents by
providing quality senior living services at reasonable prices. The
Company’s communities emphasize a continuum of care, which
integrates independent living, assisted living, and home care
services, to provide residents the opportunity to age in place. The
Company operates 126 senior living communities in geographically
concentrated regions with an aggregate capacity of approximately
15,800 residents.
About Lucus Advisors LLC
Lucus Advisors LLC, an SEC-registered investment adviser
headquartered in New York, was founded in 2012. Its most well-known
offering, Red Alder Master Fund, LP, is an equity multi-strategy
hedge fund.
Safe Harbor
This press release contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. You should not place
undue reliance on those statements because they speak only as of
the date of this release, are subject to numerous uncertainties and
factors relating to our operations and business environment, all of
which are difficult to predict and many of which are beyond our
control. Forward-looking statements include information, without
limitation, concerning our possible or assumed future results of
operations, including descriptions of our business strategy. These
statements often include words such as “may,” “will,” “should,”
“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or
similar expressions. These statements are based on assumptions that
we have made in light of our experience in the industry as well as
our perceptions of historical trends, current conditions, expected
future developments and other factors we believe are appropriate
under the circumstances. Although we believe that these
forward-looking statements are based on reasonable assumptions, you
should be aware that many factors could affect our actual financial
results or results of operations and could cause actual results to
differ materially from those in the forward-looking statements.
These factors include, but are not limited to, the Company’s
ability to find suitable acquisition properties at favorable terms,
financing, refinancing, community sales, licensing, business
conditions, risks of downturns in economic conditions generally,
satisfaction of closing conditions such as those pertaining to
licensure, availability of insurance at commercially reasonable
rates, and changes in accounting principles and interpretations
among others. These factors and others are discussed in more detail
in the Company’s filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year
ended December 31, 2015. The Company assumes no obligation to
update information contained in this press release. Although this
release may remain available on the Company’s website or elsewhere,
its continued availability does not indicate that the Company is
reaffirming or confirming any of the information contained
herein.
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version on businesswire.com: http://www.businesswire.com/news/home/20160321005258/en/
Capital Senior Living:Carey P. Hendrickson,
972-770-5600Chief Financial OfficerorJoele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Dan Moore, 212-355-4449orLucus Advisors
LLC:Sloane & CompanyElliot Sloane, 212-446-1860orJaimee
Pavia, 212-446-1863
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