As previously announced, on October 1, 2021, Capital Senior Living Corporation, a Delaware corporation (the Company), entered into an Amended
and Restated Investment Agreement (the Investment Agreement) with Conversant Dallas Parkway (A) LP, a Delaware limited partnership, and Conversant Dallas Parkway (B) LP, a Delaware limited partnership.
In connection with the transactions contemplated by the Investment Agreement, the Company filed with the Securities and Exchange Commission (the
SEC) a definitive proxy statement on August 31, 2021 (the Original Proxy Statement), and an amendment thereto on October 4, 2021 (the Proxy Amendment and together with the Original Proxy Statement, the
Proxy Statement), which the Company commenced mailing to stockholders of the Company on or about August 31, 2021 and October 4, 2021, respectively.
SUPPLEMENTAL DISCLOSURES
The following
information supplements the Proxy Statement and should be read in conjunction with the Proxy Statement, which should be read in its entirety. Capitalized terms used and not otherwise defined herein will have the meanings set forth in the Proxy
Statement. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company makes the following supplemental disclosures:
The disclosure under the heading Background of the Transactions Summary of the Transactions is hereby amended by inserting the following
as a new subsection at the end of such section:
About Conversant
Conversant Capital LLC (Conversant) is an investment firm that pursues credit and equity investments within the real estate, digital infrastructure
and hospitality sectors in both the public and private markets. Conversant was founded in 2020 and is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. As
of October 1, 2021, Conversant has approximately $1.1 billion in assets under management.
Michael Simanovsky is the Managing Partner and Chief
Investment Officer of Conversant. From 2011-2020, Mr. Simanovsky was a Partner at Senator Investment Group LP, where he was responsible for the firms investments in the real estate, gaming & lodging and housing sectors, among
others. Prior to joining Senator in March 2011, Mr. Simanovsky was an investment professional with Cerberus Capital Management, LP, where he focused on originating and evaluating investment opportunities across a wide range of industries. Prior
to joining Cerberus in August 2008, Mr. Simanovsky was in the Restructuring groups of both Rothschild Inc. and Houlihan Lokey Howard & Zukin, where he focused on providing advisory services to companies undergoing financial
restructuring transactions. Mr. Simanovsky received a B.A. in Economics from Emory University.
The disclosure under the heading Background
of the Transactions Interests of Our Executive Officers and Directors in the Transactions is hereby amended by inserting the following after the table following the third paragraph of such section in the Original Proxy Statement:
The cash retention pool is intended to maintain continuity among executives and certain key field employees at the Company throughout the critical
periods leading up to the Closing and following the Closing as the Company seeks to execute its long-term growth strategies. The Board determined that it was important for the awards to be meaningful and within reach in order for them to be
effective as retention tools.
The disclosure under the heading Background of the Transactions is hereby amended by inserting the following
after the fifteenth paragraph of such section in the Original Proxy Statement:
The Company has agreed to pay Morgan Stanley a customary fee that is
payable upon the consummation of the Transactions, and reimburse Morgan Stanley for out-of-pocket expenses. In addition, the Company has agreed to indemnify Morgan
Stanley and its affiliates, their respective officers, directors, employees and agents and each
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