Sonida Senior Living, Inc. · NYSE:SNDA
Sonida Senior Living — Capital Senior Living — Proxy Contest (October 2021)
14 slides from Sonida Senior Living's proxy contest presentation, Oct 7, 2021
Slide 1: Cutting Through the Noise: The Facts About Capital Senior Living's Amended Financing Transactions
Cutting Through the Noise: The Facts About Capital Senior Living’s Amended Financing Transactions Vote FOR the Future of Capital Senior Living October 2021
Slide 2: The Reality is Simple and Clear
The Reality is Simple and Clear CSU is over-levered with no unencumbered assets. Based on current cash burn and near-term liabilities the Company will likely run out of cash by year-end The Amended Transactions provide immediate liquidity to address working capital deficits, fund greatly needed capi
Slide 3: Recent public statements contain numerous misleading claims
Recent public statements by Ortelius Advisors and Invictus Global Management contain numerous misleading claims regarding the Company’s financial situation and the amended financing transactions It is not in the best interests of CSU or its shareholders to respond point-by-point to hyperbolic attack
Slide 4: Ortelius' Claims Misrepresent the Availability of Alternative Capital
Ortelius’ Claims Misrepresent the Availability of Alternative Capital (1) In its October 6th presentation, Ortelius blatantly misrepresents the facts by suggesting alternative committed capital exists with no further due diligence required Invictus explicitly states its terms are subject to extensiv
Slide 5: CSU's Financial Situation
CSU’s Financial Situation MISLEADING CLAIM REALITY Ortelius states that “Despite the Board’s claims that Capital Senior Living may face financial ruin without the Amended Transactions, we firmly believe the facts indicate otherwise.”(1) Invictus criticizes the original Conversant transactions by say
Slide 6: Why Does CSU Need THIS MUCH New Capital?
Why Does CSU Need THIS MUCH New Capital? ($MM) Total deal sized to cover necessary near-term needs and provide sufficient financial flexibility to emerge from COVID-19 in a position of strength Revised transaction structure provides us certainty of proceeds with a smaller portion in the form of conv
Slide 7: There is No Real, Actionable Alternative on the Table
There is No Real, Actionable Alternative on the Table MISLEADING CLAIM REALITY Invictus and Ortelius present Invictus’ proposed financing deal as a simple solution that is guaranteed to be actionable. Similarly, Ortelius states they are “very interested – and believes other established and well-capi
Slide 8: The Amended Transactions Have Significantly Improved Terms and Structure
The Amended Transactions Have Significantly Improved Terms and a Structure that Enhances Alignment with Shareholders MISLEADING CLAIM REALITY Ortelius states that it “Believes the Amended Transactions are Far Better for Conversant Capital, Arbiter Partners and Silk Partners While Being Much More Cos
Slide 9: The Amended Transactions Reflect Thoughtful Agreements on Governance
The Amended Transactions Reflect Thoughtful Agreements on Governance MISLEADING CLAIM REALITY Ortelius alleges that the Amended Transactions give Conversant too much control over the Company. (1) Shareholders can maintain majority ownership through participation in the Rights Offering. The Company r
Slide 10: Even if the Invictus Proposal was Actionable, It is Not Superior
Even if the Invictus Proposal was Actionable (And It is Not), It is Not Superior Invictus is proposing a capital raise solely in the form of debt, at a time when the Company is significantly over levered and cash flow negative With a debt to total market capitalization ratio of 91%, as well as sizab
Slide 11: Conclusion
Conclusion CSU is over-levered with no unencumbered assets. Based on current cash burn and near-term liabilities the Company will likely run out of cash by year-end The Amended Transactions provide immediate liquidity to address working capital deficits, fund greatly needed capital expenditures, res
Slide 12: Contact Information
Contact Information Vote FOR the Amended Transactions on the WHITE proxy card today. Your vote at the upcoming Special Meeting is critical to the future success of Capital Senior Living and to protecting your investment. Chris Hayden (212) 440-9850 chayden@georgeson.com
Slide 13: Forward-Looking Statements & Non-GAAP Financial Measures
Forward-Looking Statements & Non-GAAP Financial Measures Forward Looking Statements The forward-looking statements in presentation 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,
Slide 14: Important Information
Important Information No Offer or Solicitation /Additional Information and Where to Find It This presentation 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 offe