Capital Senior Living’s $152.5 Million Capital Raise

Capital Senior Living's $152.5 Million Capital Raise

Willkie Farr & Gallagher represented Capital Senior Living in the transaction. Fried Frank acted as counsel to Conversant Capital LLC in its PIPE investment.

Capital Senior Living Corporation (NYSE: CSU), a leading owner-operator of senior living communities across the United States, announced plans to raise up to $152.5 million through (a) the private placement of convertible preferred stock to affiliates of Conversant Capital LLC (“Conversant”) and (b) a proposed common stock rights offering to its existing stockholders. Conversant will partially backstop the rights offering and will provide an incremental $25 million accordion for future investment, subject to certain conditions. Capital Senior Living intends to use the net proceeds of the private placement and rights offering for working capital, to repay debt and to fund accretive growth projects.

The investment will substantially enhance the company’s balance sheet and improve liquidity by providing working capital and addressing near- to medium-term mortgage debt maturities, including all mortgage debt maturities through 2023. Furthermore, by raising capital through a rights offering, the Company enables existing stockholders to participate in the value creation from this new phase of growth.

Dallas-based Capital Senior Living Corporation is one of the nation’s leading operators of independent living, assisted living and memory care communities for senior adults. The company operates 75 communities that are home to nearly 7,000 residents across 18 states providing compassionate, resident-centric services and care and engaging programming.

Conversant Capital LLC is a private investment adviser founded in 2020. The firm pursues credit and equity investments in the real estate, digital infrastructure and hospitality sectors in both the public and private markets.

The Willkie team was led by partners Steven Seidman (Picture) and Laura Acker and included partner Laura Delanoy and associates Marisa Weisbaum, Madison Wiles-Haffner and Elizabeth Lebens.

The Fried Frank team was led by corporate partner John M. Bibona and included corporate partners Gerald H. Brown Jr., Joshua Thomas Coleman, Michael T. Gershberg, and Ariel Zell; antitrust and competition partner Nathaniel L. Asker; executive compensation & ERISA partner Donald P. Carleen; tax partner Christopher Roman; real estate partner Meyer Last; litigation partner Joshua D. Roth; intellectual property and technology partner Amir R. Ghavi; corporate special counsel John Lawrence, David M. McDonald, and Stewart R. Ross; litigation special counsel Michael A. Kleinman; environmental special counsel Donna Mussio; corporate associates Thomas C. Katsiotas, Juliette N. Rafael, Andrew J. Malakoff, Jonathan W. Rash, and David Ruttenberg; executive compensation & ERISA associates Adam P. Cohen and P. Ryan Davis; real estate associate Brian Helweil; litigation associate Patrick J. Albergo; intellectual property and technology associate Kimberly Mihovics; antitrust and competition associate Summer K. Quintana; and corporate law clerk Hilary Lee.

Involved fees earner: Patrick Albergo – Fried Frank Harris Shriver & Jacobson; Nathaniel Asker – Fried Frank Harris Shriver & Jacobson; John Bibona – Fried Frank Harris Shriver & Jacobson; Gerald Brown – Fried Frank Harris Shriver & Jacobson; Donald Carleen – Fried Frank Harris Shriver & Jacobson; Adam P. Cohen – Fried Frank Harris Shriver & Jacobson; Joshua Thomas Coleman – Fried Frank Harris Shriver & Jacobson; P. Ryan Davis – Fried Frank Harris Shriver & Jacobson; Michael Gershberg – Fried Frank Harris Shriver & Jacobson; Amir Ghavi – Fried Frank Harris Shriver & Jacobson; Brian Helweil – Fried Frank Harris Shriver & Jacobson; Thomas Katsiotas – Fried Frank Harris Shriver & Jacobson; Michael Kleinman – Fried Frank Harris Shriver & Jacobson; Meyer Last – Fried Frank Harris Shriver & Jacobson; John Lawrence – Fried Frank Harris Shriver & Jacobson; David McDonald – Fried Frank Harris Shriver & Jacobson; Kimberly Mihovics – Fried Frank Harris Shriver & Jacobson; Donna Mussio – Fried Frank Harris Shriver & Jacobson; Summer Quintana – Fried Frank Harris Shriver & Jacobson; Juliette Rafael – Fried Frank Harris Shriver & Jacobson; Jonathan Rash – Fried Frank Harris Shriver & Jacobson; Christopher Roman – Fried Frank Harris Shriver & Jacobson; Stewart Ross – Fried Frank Harris Shriver & Jacobson; Joshua Roth – Fried Frank Harris Shriver & Jacobson; David Ruttenberg – Fried Frank Harris Shriver & Jacobson; Ariel Zell – Fried Frank Harris Shriver & Jacobson; Laura Acker – Willkie Farr & Gallagher; Laura Delanoy – Willkie Farr & Gallagher; Steven Seidman – Willkie Farr & Gallagher; Marisa Weisbaum – Willkie Farr & Gallagher; Madison Wiles-Haffner – Willkie Farr & Gallagher;

Law Firms: Fried Frank Harris Shriver & Jacobson; Willkie Farr & Gallagher;

Clients: Capital Senior Living; Conversant Capital;

Martina Bellini

Author: Martina Bellini