8-K - SNDA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 10, 2021

Capital Senior Living Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-13445	75-2678809
(Commission<br>File Number)	(IRS Employer<br>Identification No.)
14160 Dallas Parkway<br> <br>Suite 300<br> <br>Dallas, Texas	75254
(Address of principal executive offices)	(Zip Code)

(972) 770-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.01 per share	CSU	New York Stock Exchange

Item 8.01. Other Events.

On September 10, 2021, Capital Senior Living Corporation (the “Company”) commenced its previously announced common stock rights offering. The rights offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-237624) (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on May 6, 2020, the prospectus forming a part of the Registration Statement and the prospectus supplement relating the rights offering filed with the SEC on September 10, 2021.

Copies of the prospectus and the related prospectus supplement will be mailed to all eligible stockholders as of 5:00 p.m., New York City time, September 10, 2021 on or about September 10, 2021 and can also be accessed through the SEC’s website at www.sec.gov or be obtained from the information agent, Georgeson LLC, toll free at (866) 216-0462. Additional information regarding the rights offering is set forth in the prospectus and the related prospectus supplement.

In connection with the rights offering, the Company is filing certain ancillary documents as Exhibits 4.1, 99.1 and 99.2 to this Current Report on Form 8-K for the purpose of incorporating such items by reference as exhibits to the Registration Statement. Also in connection with the rights offering, the Company is filing as Exhibit 5.1, the opinion of Willkie Farr & Gallagher LLP, in connection with the issuance of the common stock issuable upon exercise of the rights.

On September 10, 2021, the Company issued a press release announcing the launch of the rights offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1	Form of Rights Certificate.
5.1	Opinion of Willkie Farr & Gallagher LLP.
23.1	Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).
99.1	Form of Letter to Brokers, Dealers, Banks and Other Nominees.
99.2	Form of Broker Letter to Clients who are Beneficial Holders.
99.3	Press release dated September 10, 2021, titled “Capital Senior Living Announces Commencement of Rights Offering.”
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

No Offer or Solicitation /Additional Information and Where to Find It

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The rights offering is being made pursuant to the Company’s shelf registration statement on Form S-3, which became effective on May 6, 2020, and a prospectus supplement containing the detailed terms of the rights offering filed with the SEC on September 10, 2021. Any offer will be made only by means of a prospectus and prospectus supplement forming part of the registration statement. Investors should read the prospectus and prospectus supplement and consider the investment objective, risks, fees and expenses of the Company carefully before investing.

INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROSPECTUS, PROSPECTUS SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFERING.

Copies of the prospectus and prospectus supplement, when they become available, will be mailed to all eligible stockholders as of the rights offering record date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the rights offering, Georgeson LLC, toll free at 866-216-0462.

In connection with the proposed transaction with Conversant Capital, the Company filed a proxy statement with the SEC on August 31, 2021. The Company may also file other relevant documents with the SEC regarding the proposed transaction. The proxy statement is being delivered to stockholders of the Company. This communication is not a substitute for the proxy statement or any other document that may be filed with the SEC in connection with the proposed transaction.

Participants in the Solicitation

The Company and its executive officers and directors and certain other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is available in its Proxy Statement on Schedule 14A for its 2020 Annual Meeting of Stockholders, filed with the SEC on November 3, 2020, and in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended on April 30, 2021. These documents may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials relating to the proposed transaction filed with the SEC.

About Capital Senior Living

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. The Company offers seniors the freedom and opportunity to successfully, comfortably and happily age in place. For more information, visit http://www.capitalsenior.com or connect with the Company on Facebook or Twitter.

Safe Harbor

The forward-looking statements in this Current Report on Form 8-K are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially, including, but not limited to, the Company’s ability to obtain stockholder approval for the proposed transaction; the satisfaction of all conditions to the closing of the proposed transaction; other risks related to the consummation of the proposed transaction, including the risk that the transaction will not be consummated within the expected time period or at all; the costs related to the proposed transaction; the impact of the proposed transaction on the Company’s business; any legal proceedings that may be brought related to the proposed transaction; the continued spread of COVID-19, including the speed, depth, geographic reach and duration of such spread; new information that may emerge concerning the severity of COVID-19; the actions taken to prevent or contain the spread of COVID-19 or treat its impact; the legal, regulatory and administrative developments that occur at the federal, state and local levels in response to the COVID-19 pandemic; the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company’s response efforts; the impact of COVID-19 and the Company’s near-term debt maturities on the Company’s ability to continue as a going concern; the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt refinancings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s capital improvement projects to

expand, redevelop, and/or reposition its senior living communities; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures; the Company’s compliance with its debt agreements, including certain financial covenants, and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the transfer of certain communities managed by the Company on behalf of Fannie Mae, Healthpeak, Ventas, and Welltower; the Company’s ability to improve and maintain adequate controls over financial reporting and remediate the identified material weakness; the risk of oversupply and increased competition in the markets which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policies and the Company’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2021

Capital Senior Living Corporation
By:	/s/ David R. Brickman
Name:	David R. Brickman
Title:	Senior Vice President, Secretary and General Counsel

EX-4.1

Exhibit 4.1

LOGO

NNNNNNNNN NNNNNN NNNNNN NNNNNNNNNNNN XXX.XXXXXX 1 2 3 4 5 6 7 8 123456789 XXXX Subscription Rights 12345678 Primary Subscription 12345678901234 Rights MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 J N T C L S C O Y C . + Signature of Owner and U.S. Person for Tax Certification Holder ID COY Class Rights Cert # Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) 03ILIB X R T 2 + Rights Qty Issued TO SUBSCRIBE FOR SHARES OF COMMON STOCK OF CAPITAL SENIOR LIVING CORPORATION (THE “COMPANY”) PLEASE COMPLETE THE INSTRUCTIONS BELOW, SIGN AND RETURN THIS RIGHTS CERTIFICATE AND YOUR CHECK IN THE ENVELOPE PROVIDED. CAPITAL SENIOR LIVING CORPORATION SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. NEW YORK CITY TIME ON OCTOBER 18, 2021, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). The Company has distributed to each holder of its common stock owned as of record (each an “Eligible Holder”) at 5:00 P.M. New York City Time on September 10, 2021 (the “Record Date”), at no charge, one nontransferable right, for each share of common stock held as of the Record Date, to purchase one share of common stock of the Company at $32.00 per share (the “Rights”). Each Right entitles an Eligible Holder who fully exercises its basic subscription privilege to subscribe, prior to the Expiration Date, for additional shares of common stock of the Company at an exercise price of $32.00 per share to the extent that any shares are not purchased by other Eligible Holders under their basic subscription privilege as of the Expiration Date (the “Oversubscription Privilege”). If an Eligible Holder attempts to exercise its Oversubscription Privilege and the Company is unable to issue the holder the full amount of shares of Common Stock requested, the Subscription Agent will return to the holder any excess amount, in the manner in which made, without interest or deduction as soon as practicable after the Expiration Date. The terms and conditions of the Rights offering are set forth in the Company’s Base Prospectus dated May 6, 2020 (the “Base Prospectus”) and the Prospectus Supplement, dated September 10, 2021 (the “Prospectus Supplement and, together with the Base Prospectus, the “Prospectus”), which is incorporated into this Rights Certificate by reference. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus. The owner of this certificate is entitled to the number of basic Rights, and is entitled to exercise the basic Rights for the number of shares, shown on this Rights Certificate. All Rights not exercised prior to the Expiration Date shall be null and void. THE RIGHTS ARE NON-TRANSFERABLE The Rights are non-transferable. The Rights will not be listed on any securities exchange or quoted on any automated quotation system. The Company’s shares of Common Stock issuable upon the exercise of the Rights are expected to be listed on NYSE under the symbol “CSU”. EXERCISE PRICE The exercise price for the Rights and the Oversubscription Privilege is $32.00 per share. Rights may only be exercised for whole numbers of shares of Common Stock; no fractional shares of Common Stock will be issued. Fractional rights (if any) will be rounded up to the nearest whole number. METHOD OF EXERCISE OF RIGHTS IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THIS RIGHTS CERTIFICATE ON THE BACK AND RETURN IT IN THE ENVELOPE PROVIDED TO COMPUTERSHARE TRUST COMPANY, N.A., TOGETHER WITH PAYMENT IN FULL FOR AN AMOUNT EQUAL TO THE APPLICABLE EXERCISE PRICE MULTIPLIED BY THE TOTAL NUMBER OF SHARES OF COMMON STOCK THAT YOU ARE REQUESTING TO PURCHASE TO THE RIGHTS AGENT, COMPUTERSHARE TRUST COMPANY, N.A., BEFORE 5:00 P.M. NEW YORK CITY TIME ON OCTOBER 18, 2021, UNLESS EXTENDED BY THE COMPANY. Capital Senior Living Corporation Computershare Trust Company, N.A. 250 Royall Street Canton Massachusetts 02021 For questions call the Information Agent Georgeson LLC at (866) 216-0462 RIGHTS CERTIFICATE

LOGO

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY SECTION 1: OFFERING INSTRUCTIONS (check the appropriate boxes) IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT OF SUBSCRIPTION RIGHTS: I apply for ALL of my entitlement of new shares $ pursuant to the basic subscription EXAMPLE: If you own 1,000 shares of common stock, your basic right permits the purchase of 1,000 shares at $32.00 per share. (no. of subscription rights) (no. of additional shares) (no. of new shares) x 1 = x $32.00 = (per share) x $32.00 = (per share) $ $ Amount of check or money order enclosed $ IF YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT OF SUBSCRIPTION RIGHTS: In addition, I apply for additional shares pursuant to the Oversubscription Privilege* IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE: Please disregard this mailing. SECTION 2: SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus relating to the basic subscription and the Oversubscription Privilege in the Subscription Rights offering. Signature of Subscriber(s) (and address if different than that listed on this Subscription Certificate) Telephone number (including area code) * You can only participate in the Oversubscription Privilege if you have subscribed for your full entitlement of new shares pursuant to the basic subscription. I apply for . FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, GEORGESON LLC AT (866) 216-0462 (TOLL-FREE) EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON OCTOBER 18, 2021, UNLESS EXTENDED BY THE COMPANY. Full payment of the exercise price for each share of common stock you wish to purchase be must be made in U.S. dollars by (1) certified check drawn upon a U.S. bank payable to the Rights Agent, or (2) cashier’s check drawn upon a U.S. bank or express money order payable to the Subscription Agent, in each case in accordance with the Prospectus. Notwithstanding the foregoing, Eligible Holders who hold shares as a depository or nominee must make all payments by wire transfer of immediately available funds to the account maintained by the Subscription Agent. Payments of the exercise price for the common stock will be held in an escrow account until the later of five business days after the satisfaction or waiver of the conditions to the rights offering or the Expiration Date, unless the Company withdraws or terminates the rights offering. No interest will be paid to you on the funds you deposit with the Subscription Agent. You will not receive any interest on the payments held by the Subscription Agent before your shares have been issued to you or your payment is returned to you, without interest, because your exercise has not been satisfied for any reason. Please complete all applicable information and return to: COMPUTERSHARE TRUST COMPANY, N.A. DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. Any questions regarding this Rights Certificate and Rights Offering may be directed to the Information Agent – Georgeson LLC at (866) 216-0462 (Toll Free) By First Class Mail: Computershare Trust Company, N.A., Corporate Actions Voluntary Offer, P.O. Box 43011, Providence, RI 02940-3011 By Express Mail or Overnight Delivery: Computershare Trust Company, N.A., Corporate Actions Voluntary Offer, 250 Royall Street, Suite V, Canton, MA 02021 x $32.00 = (no. of new shares) (per share)

EX-5.1

Exhibit 5.1

787 Seventh Avenue<br> <br>New York, NY 10019-6099<br><br><br>Tel: 212 728 8000<br> <br>Fax: 212 728 8111

September 10, 2021

Capital Senior Living Corporation

14160 Dallas Parkway, Suite 300

Dallas, Texas 75254

Ladies and Gentlemen:

We have acted as counsel to Capital Senior Living Corporation, a Delaware corporation (the “Company”), in connection with (i) the proposed transactions contemplated by the Investment Agreement, dated as of July 22, 2021 (the “Investment Agreement”) by and among the Company and Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP and (ii) the issuance by the Company to the holders of its common stock, par value $0.01 per share (“Common Stock”), of non-transferable rights (the “Rights”) entitling the holders of such Rights to subscribe for and purchase, upon exercise of the Rights, up to an aggregate of 2,190,599 shares of Common Stock (the “Shares”). The Shares are being offered pursuant to Registration Statement on Form S-3 (File No. 333-237624) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2020 and as amended on April 30, 2020 and declared effective on May 6, 2020, and the related prospectus contained in the Registration Statement (the “Base Prospectus”), as supplemented by the prospectus supplement, dated September 10, 2021 and filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).

We have examined copies of the Amended and Restated Certificate of Incorporation of the Company, as amended, the Second Amended and Restated Bylaws of the Company, the Registration Statement, the Prospectus, the Investment Agreement, relevant resolutions adopted by the Company’s Board of Directors, and other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.

Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company and, when issued, sold and paid for in accordance with the terms and subject to the conditions set forth in the Prospectus and in accordance with the terms and subject to the conditions set forth in the Investment Agreement, the Shares will be validly issued, fully paid and non-assessable.

BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN

NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

Capital Senior Living Corporation

September 10, 2021

Page 2

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other country, state or jurisdiction.

The opinions expressed herein are limited to matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly stated herein.

The opinions expressed herein are given as of the date hereof, and we assume no obligation to update or supplement such opinions after the date hereof. The opinions expressed herein are rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, which is incorporated by reference into the Registration Statement, and to the use of our name under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
/s/ Willkie Farr & Gallagher LLP

EX-99.1

Exhibit 99.1

FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEES

CAPITAL SENIOR LIVING CORPORATION

Subscription Rights to Purchase Shares of Common Stock

Offered Pursuant to Subscription Rights

Distributed to Stockholders

of Capital Senior Living Corporation

September 10, 2021

To Brokers, Dealers, Banks and Other Nominees:

This letter is being distributed to brokers, dealers, custodian banks and other nominees in connection with the rights offering (the “Rights Offering”) by Capital Senior Living Corporation, a Delaware corporation (the “Company”), of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to non-transferable subscription rights (the “Rights”) distributed to all stockholders of record as of 5:00 p.m., New York City time, on September 10, 2021 (the “Record Date”). The Rights are described in the Company’s Base Prospectus, dated May 6, 2020 (the “Base Prospectus”), and the Prospectus Supplement, dated September 10, 2021 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

In the rights offering, the Company is offering up to an aggregate of 2,190,599 shares of its Common Stock as described in the Prospectus. The Rights may be exercised at any time during the subscription period, which commences on September 10, 2021 and ends at 5:00 p.m., New York City Time, on October 18, 2021, unless extended by the Company, including to provide additional time for the Company’s stockholders to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock from 4,333,334 shares to 15,000,000 shares (as it may be extended, the “Expiration Date”).

As described in the Prospectus, each stockholder of record is entitled to one Right for each share of Common Stock owned by such stockholder on the Record Date, evidenced by non-transferable rights certificates (the “Rights Certificates”) registered in the Recordholder’s name or the name of its nominee. Each Right allows the holder thereof to subscribe (the “Basic Subscription Privilege”) at the cash price of $32.00 per share (the “Subscription Price”) for one share of Common Stock.

Rights may only be exercised for whole numbers of shares of Common Stock; no fractional Rights or cash in lieu thereof will be issued or paid. Instead, fractional Rights (if any) will be rounded up to the nearest whole number.

the available shares will be sold pro rata among Rights holders who exercised their Oversubscription Privilege based on the relative number of shares each Rights holder subscribed for under the Basic Subscription Privilege.

The Company may cancel or terminate the Rights Offering at any time on or before the expiration of the Rights Offering for any reason, subject to the terms of the Investment Agreement (as defined and described in the Prospectus Supplement). The Company also reserves the right to amend the terms of the Rights Offering.

The shares of Common Stock to be issued upon exercise of the Rights, like the Company’s existing shares of Common Stock, are expected to be listed for trading on the New York Stock Exchange (the “NYSE”) under the symbol “CSU.” The Company does not intend to list the Rights on the NYSE or any other national securities exchange. The absence of a trading market or liquidity for the Rights may adversely affect their value.

We are asking persons who hold shares of Common Stock beneficially and who have received the Rights distributable with respect to those shares through a broker, dealer, custodian bank or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.

Please take prompt action to notify any beneficial owners of Common Stock as to the Rights Offering and the procedures and deadlines that must be followed to exercise their Rights. If you exercise the Oversubscription Privilege on behalf of beneficial owners of Rights, you will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Oversubscription Privilege, as to the aggregate number of Rights that have been exercised pursuant to the Basic Subscription Privilege, whether the Basic Subscription Privilege of each beneficial owner of Rights on whose behalf you are acting has been exercised in full and the number of shares of Common Stock being subscribed for pursuant to the Oversubscription Privilege by each beneficial owner of Rights on whose behalf you are acting.

All commissions, fees, taxes and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent and the Information Agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees, taxes or expenses will be paid by the Company, the Subscription Agent or the Information Agent.

Enclosed are copies of the Base Prospectus and Prospectus Supplement.

If you desire to exercise Rights, your prompt action is requested. To exercise Rights, you should deliver the properly completed and signed Rights Certificate, with payment of the Subscription Price in full for each share of Common Stock subscribed for, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, including final clearance of any checks, prior to 5:00 p.m., New York City time, on the Expiration Date. All payments of the Subscription Price must be

made in United States dollars for the full number of shares of Common Stock you are subscribing for by wire transfer of immediately available funds or personal check or bank draft drawn upon aUnited States bank or branch located in the United States payable to Computershare Trust Company, N.A., as Subscription Agent for Capital Senior Living Corporation. Failure to return the properly completed Rights Certificate with the correct paymentwill result in your not being able to exercise the rights held in your name on behalf of yourself or other beneficial owners. A Rights holder may revoke the exercise of its Rights, provided such revocation notice is received on or before the Expiration Date, as described in the Prospectus. Rights not exercised prior to the Expiration Date will expire without value.

Additional copies of the enclosed materials may be obtained from Georgeson LLC, the Information Agent. The Information Agent’s toll free telephone number is (866) 216-0462.

Very truly yours,
CAPITAL SENIOR LIVING CORPORATION

NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF CAPITAL SENIOR LIVING CORPORATION, THE SUBSCRIPTION AGENT, INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.

EX-99.2

Exhibit 99.2

FORM OF BROKER LETTER TO CLIENTS WHO ARE BENEFICIAL HOLDERS

CAPITAL SENIOR LIVING CORPORATION

Subscription Rights to Purchase Shares of Common Stock

Offered Pursuant to Subscription Rights

Distributed to Stockholders

of Capital Senior Living Corporation

September 10, 2021

To Our Clients:

Enclosed for your consideration are a Base Prospectus, dated May 6, 2020 (the “Base Prospectus”), and a Prospectus Supplement, dated September 10, 2021 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering (the “Rights Offering”) by Capital Senior Living Corporation, a Delaware corporation (the “Company”), of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to non-transferable subscription rights (the “Rights”) distributed to all stockholders of record as of 5:00 p.m., New York City time, on September 10, 2021 (the “Record Date”). The Rights are described in the Prospectus.

In the Rights Offering, the Company is offering up to an aggregate of 2,190,599 shares of its Common Stock as described in the Prospectus. The Rights may be exercised at any time during the subscription period, which commences on September 10, 2021 and ends at 5:00 p.m., New York City Time, on October 18, 2021, unless extended by the Company, including to provide additional time for the Company’s stockholders to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock from 4,333,334 shares to 15,000,000 shares (as it may be extended, the “Expiration Date”).

Please note that since you hold your shares in the name of a broker, dealer or other nominee who uses the services of the Depository Trust Company, you must exercise your rights before 5:00 p.m., New York City time, on the Expiration Date.

In addition, Rights holders that fully exercise their Basic Subscription Privilege will also be eligible to subscribe (the “Oversubscription Privilege”), at the same cash price of $32.00 per share, for up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other Rights holders under their Basic Subscription Privilege. If an insufficient number of shares is available to fully satisfy the Oversubscription Privilege requests, the available shares will be sold pro rata among Rights holders who exercised their Oversubscription Privilege based on the relative number of shares each Rights holder subscribed for under the Basic Subscription Privilege.

Enclosed are copies of the Base Prospectus and Prospectus Supplement.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES AND SALES OF RIGHTS MAY BE MADE BY ONLY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise any Rights.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire on the Expiration Date. You may only revoke the exercise of your rights if such revocation notice is received on or before the Expiration Date, as described in the Prospectus.

If you wish to have us, on your behalf, exercise your Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the instruction form attached to this letter.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO THE INFORMATION AGENT, GEORGESON LLC, AT THE FOLLOWING TELEPHONE TOLL FREE NUMBER (866) 216-0462.

EX-99.3

Exhibit 99.3

Capital Senior Living Announces Commencement of Rights Offering

DALLAS, September 10, 2021 - Capital Senior Living Corporation (NYSE: CSU) (“Capital Senior Living” or the “Company”), a leading owner-operator of senior living communities across the United States, announced today that it has commenced its previously announced approximately $70 million common stock rights offering.

Under the rights offering, the Company will distribute to each holder of the Company’s common stock one non-transferable right to purchase one share of the Company’s common stock at a cash subscription price of $32.00 per share for each share of the Company’s common stock held as of 5:00 p.m., New York City time, on September 10, 2021, the record date for the rights offering. Rights holders who fully exercise their rights will be entitled to subscribe for additional shares of the Company’s common stock that remain unsubscribed as a result of any unexercised rights. The Company will not issue any fractional shares of the Company’s common stock in the rights offering.

The rights may be exercised at any time during the subscription period, which commenced on September 10, 2021. The rights will expire if they are not exercised by 5:00 p.m., New York City time, on October 18, 2021, unless the Company extends the rights offering subscription period.

The Company expects to issue up to an aggregate of approximately 2,190,599 new shares of its common stock in connection with the rights offering and, to the extent the rights offering is not fully subscribed, up to $42.5 million of Series A Convertible Preferred Stock to affiliates of Conversant Capital LLC (“Conversant Capital”) in the form of a partial backstop to the offering (the “Backstop Commitment”).

The Company expects to use the net proceeds received from the exercise of the rights and the Backstop Commitment for working capital, to repay debt and to fund accretive growth projects.

The rights offering is being made pursuant to the Investment Agreement, dated as of July 22, 2021, by and between the Company and Conversant Capital (the “Investment Agreement”) and is subject to the satisfaction of certain conditions, including the receipt of stockholder approval to amend the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock and the consummation of the transactions pursuant to the Investment Agreement.

The Company expects to mail subscription certificates evidencing the rights and a copy of the prospectus and prospectus supplement for the rights offering to stockholders as of the rights offering record date beginning on or about September 10, 2021. Holders of shares of common stock in “street name” through a brokerage account, bank or other nominee will not receive physical subscription certificates evidencing the rights and must instruct their broker, bank or nominee whether to exercise subscription rights on their behalf. For any questions or further information about the rights offering, please call Georgeson LLC, the information agent for the rights offering, at 866-216-0462.

Neither the Company nor its Board of Directors has made any recommendation as to whether stockholders should exercise their rights. Stockholders are urged to carefully review the prospectus supplement and subscription materials the Company will provide and consult with their own legal and financial advisors in deciding whether or not to exercise the rights. The rights will be non-transferable. As such, stockholders will not be able to sell their rights if they do not wish to exercise them.

No Offer or Solicitation /Additional Information and Where to Find It

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer,

solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The rights offering is being made pursuant to the Company’s shelf registration statement on Form S-3, which became effective on May 6, 2020, and a prospectus supplement containing the detailed terms of the rights offering filed with the SEC on September 10, 2021. Any offer will be made only by means of a prospectus and prospectus supplement forming part of the registration statement. Investors should read the prospectus and prospectus supplement and consider the investment objective, risks, fees and expenses of the Company carefully before investing.

Copies of the prospectus and prospectus supplement, when they become available, will be mailed to all eligible stockholders as of the rights offering record date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the rights offering, Georgeson LLC, toll free at 866-216-0462.

Participants in the Solicitation

The Company and its executive officers and directors and certain other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is available in its Proxy Statement on Schedule 14A for its 2020 Annual Meeting of Stockholders, filed with the SEC on November 3, 2020, and in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended on April 30, 2021. These documents may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials relating to the proposed transaction filed with the SEC.

About Capital Senior Living

Safe Harbor

The forward-looking statements in this press release are subject to certain risks and uncertainties that could cause the Company’s actual results andfinancial condition to differ materially, including, but not limited to, the Company’s ability to obtain stockholder approval for the proposed transaction; the satisfaction of all conditions to the closing of the proposed transaction; otherrisks related to the consummation of the proposed transaction, including the risk that the transaction will not be consummated within the expected time period or at all; the costs related to the proposed transaction; the impact of the proposedtransaction on the Company’s business; any legal proceedings that may be brought related to the proposed transaction; the continued spread of COVID-19, including the speed, depth, geographic reach andduration of such spread; new information that may emerge concerning the severity of COVID-19; the actions taken to prevent or contain the spread of COVID-19 or treat itsimpact; the legal, regulatory and administrative developments that occur at the federal, state and local levels in response to the COVID-19 pandemic; the frequency and magnitude of legal actions and liabilityclaims that may arise due to COVID-19 or the Company’s response efforts; the impact of COVID-19 and the Company’s near-term debt maturities on theCompany’s ability to continue as a going concern; the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt refinancings, and proceeds from the sale of assets to satisfy its short and long-termdebt obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’sability to extend or refinance its existing debt as such debt matures; the Company’s compliance with its debt agreements, including certain financial covenants, and the risk of cross-default in the event suchnon-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the transfer of certain communities managed by the Company on behalf ofFannie Mae, Healthpeak, Ventas, and Welltower; the Company’s ability to improve and maintain adequate controls over financial reporting and remediate the identified material weakness; the risk of oversupply and increased competition in themarkets which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost and difficulty ofcomplying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policies and theCompany’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with the SEC.

Contacts

Media Inquiries:

Dan Zacchei / Joe Germani

Sloane & Company

dzacchei@sloanepr.com / jgermani@sloanepr.com

Investor Inquiries:

Chris Hayden

Georgeson LLC

(212) 440-9850, chayden@georgeson.com

Company Contact:

Capital Senior Living

Kimberly Lody

President and Chief Executive Officer

(972) 308-8323, klody@capitalsenior.com