Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4)
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)
October 1, 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
CUSIP No.
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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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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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☒
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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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6
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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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7
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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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294,001
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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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294,001
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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294,001
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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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13.4%
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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
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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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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☒
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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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6
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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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748
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SHARED VOTING POWER
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294,001
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9
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SOLE DISPOSITIVE POWER
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748
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SHARED DISPOSITIVE POWER
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294,001
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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294,749
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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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13.4%
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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. 4
This Amendment No. 4 to the Statement on Schedule 13D filed on November 7, 2016 (this “Schedule 13D”), as previously amended on December 13, 2016, December 20, 2016 and March 10, 2017,
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 $72 million. The source of funds is the capital of APQ and the various managed and/or administered accounts.
Item 4. |
Purpose of Transaction
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Item 4 to this Schedule 13D is amended by adding the following:
On October 1, 2021, APQ and Silk Partners LP (“Silk”) entered into a Rights Offering Backstop and Participation Agreement with the Company (the “Backstop Agreement”), pursuant
to which APQ and Silk have agreed to exercise a number of certain rights issued to them in the Company's contemplated rights offering. APQ has also agreed to backstop a portion of the rights offering through the purchase of additional shares of
Common Stock if the rights offering is not fully subscribed, and in consideration for its backstop commitment, the Company has agreed to pay APQ as a premium 17,292 shares of Common Stock.
Also on October 1, 2021, APQ
and certain accounts managed by Mr. Isaac (the “APQ Parties”) and Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP (the “Conversant Investors”) entered into a Voting and Support
Agreement (the “Voting Agreement”) pursuant to which the APQ Parties agreed to vote the shares of Common Stock beneficially owned by them in favor of the proposals required to approve the rights offering at any meeting of the Company's stockholders
that occurs on or before November 30, 2021. The APQ Parties also agreed not to transfer such shares until November 30, 2021 or the earlier termination of the Voting Agreement.
Pursuant to the Voting Agreement, the APQ Parties agreed to enter into an Investor Rights Agreement with the Company and the Conversant Investors (the “Investor Rights Agreement”).
Silk has filed a separate Schedule 13D reporting beneficial ownership of the shares of Common Stock beneficially owned by Silk. APCM and Mr. Isaac disclaim beneficial
ownership with respect to any shares of Common Stock owned by Silk or that may be owned by the Conversant Investors.
The foregoing descriptions of the Backstop Agreement, the Voting Agreement and the Investor Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the agreements, copies of
which are filed as Exhibits to this Schedule 13D.
Item 5. |
Interest in Securities of the Issuer
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Item 5 to this Schedule 13D is amended and restated as follows:
4
(a) – (b) APCM may be deemed to own beneficially 294,001 shares of Common Stock, or 13.4% of the Common Stock outstanding.
1 Of these shares, 279,412 or 12.8% 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 748 restricted shares of Common Stock.
(c) None.
(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.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 to this Schedule 13D is amended by adding the following:
On October 1, 2021, APQ and Silk entered into the Backstop Agreement with the Company, and the APQ Parties
and the Conversant Investors entered into the Voting Agreement. See Item 4.
Item 7. |
Material to Be Filed as Exhibits
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Item 7 to this Schedule 13D is amended by adding the following Exhibits:
99.3. |
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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99.4 |
Voting and Support Agreement, dated October 1, 2021, by and among the Conversant Investors and the APQ Parties.
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99.5 |
Form of Investor Rights Agreement (incorporated by reference to Exhibit D to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 1, 2021).
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1 |
Based upon 2,190,599 shares of Common Stock outstanding as of August 10, 2021, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. Reflects the Company’s 1:15 reverse stock split effective
December 14, 2020.
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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.
Dated: October 8, 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:
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Joshua Musher
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Title:
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Chief Operating Officer
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Paul J. Isaac
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/s/ Paul J. Isaac
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6