SEC Form SC 13D/A filed by Capital Senior Living Corporation (Amendment)
$CSU
Hospital/Nursing Management
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)
Capital Senior Living Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
140475104
(CUSIP Number)
Joshua Musher,
530 Fifth Avenue, 20th Floor
New York, NY 10036
212-452-9119
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 3, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e),
13d-1(f) or 13d-1(g), check the following box: ☒
SCHEDULE 13D
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CUSIP No. 140475104
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Arbiter Partners Capital Management LLC, 20-599-3147
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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| 604,876 |
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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| 604,876 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 604,876 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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2
SCHEDULE 13D
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CUSIP No. 140475104
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Page 3 of 6 pages
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1
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NAMES OF REPORTING PERSONS
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Paul J. Isaac
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER
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| 8,944 |
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SHARED VOTING POWER
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| 604,876 |
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SOLE DISPOSITIVE POWER
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| 8,944 |
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SHARED DISPOSITIVE POWER
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| 604,876 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 613,820 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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3
Schedule 13D
Amendment No. 5
This Amendment No. 5 to the Statement on Schedule 13D filed on November 7, 2016 (this “Schedule 13D”), as previously amended on December 13, 2016, December 20, 2016, March 10, 2017 and
October 8, 2021 relating to the common stock, $0.01 par value (the “Common Stock”), of Capital Senior Living Corporation, a Delaware company (the “Company”), is being filed by Arbiter Partners Capital Management LLC (“APCM”)
and Paul J. Isaac.
| Item 3. |
Source and Amount of Funds or Other Consideration
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Item 3 to this Schedule 13D is amended and restated as follows:
APCM serves as investment adviser to Arbiter Partners QP LP (“APQ”). APQ and various accounts managed and/or administered by APCM have been purchasing shares in the issuer since March 2010. The total amount of
funds used to purchase the shares is approximately $81 million. The source of funds is the capital of APQ and the various managed and/or administered accounts.
| Item 5. |
Interest in Securities of the Issuer
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Item 5 to this Schedule 13D is amended and restated as follows:
(a) – (b) APCM may be deemed to own beneficially 604,876 shares of Common Stock, or 9.4% of the Common Stock outstanding.5 Of these shares, 581,615 or 9.0% are held by APQ, and the remainder are
held in accounts managed and/or administered by APCM including accounts for the benefit of the family of Paul J. Isaac (the “Accounts”).
By reason of its position as investment adviser to APQ and as manager and/or administrator of the Accounts, APCM may be deemed to possess the power to vote and dispose of the shares of Common Stock held by APQ and the
Common Stock held in the Accounts. By reason of his responsibility for the supervision and conduct of all investment activities of APCM, Mr. Isaac may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially
owned by APCM. In addition, Mr. Isaac directly owns 8,944 shares of Common Stock, including 748 restricted shares of Common Stock.
(c) On November 3, 2021, the Company announced the closing of its previously announced financing transactions, including a Common Stock rights offering (the “Rights Offering”), which gave the holders of record
of the Common Stock as of September 10, 2021 the right to purchase, at $30 per share, 1.1 shares of Common Stock for each share of Common Stock held. APQ subscribed for and acquired 170,001 shares of Common Stock in the Rights Offering. In
addition, pursuant to the Rights Offering Backstop and Participation Agreement dated as of October 1, 2021, APQ agreed to backstop a portion of the Rights Offering through the purchase of additional shares of Common Stock if the Rights Offering
were not fully subscribed (the “Backstop”). APQ subscribed for and purchased an additional 114,911 shares of Common Stock pursuant to the Backstop. In consideration for its backstop commitment, the Company issued to APQ as a premium an additional
17,292 shares of Common Stock.
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(d) The beneficial owners of the Accounts may be deemed to have the right to receive dividends from or the proceeds of sale of the securities in the Accounts. None of such interests relates to more than five
percent of the outstanding Common Stock.
(e) Not applicable.
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Item 7.
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Material to Be Filed as Exhibits
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Item 7 to this Schedule 13D is amended by adding the following Exhibits:
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Rights Offering Backstop and Voting Agreement, dated October 1, 2021, by and among the Company, APQ and Silk (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 1, 2021).
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5
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated:
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November 12, 2021 |
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ARBITER PARTNERS CAPITAL MANAGEMENT LLC
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By:
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/s/ Joshua Musher | ||
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Name: Joshua Musher
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Title: Chief Operating Officer
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Paul J. Isaac
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/s/ Paul J. Isaac
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