Sonida Senior Living, Inc. · NYSE:SNDA
Sonida Senior Living — Capital Senior Living — Proxy Contest (October 2021)
8 slides from Sonida Senior Living's proxy contest presentation, Oct 6, 2021
Slide 1: Save Capital Senior Living Corp. Rebuttal Presentation
SAVE CAPITAL SENIOR LIVING CORP. REBUTTAL PRESENTATION PREPARED BY ORTELIUS ADVISORS, L.P. OCTOBER 2021
Slide 2: Disclaimer
DISCLAIMER The materials contained herein (the “Materials”) represent the opinions of Ortelius Advisors, L.P. and certain of its affiliates (collectively, “Ortelius Advisors” or “Ortelius) and are based on publicly available information with respect to Capital Senior Living Corporation (“CSU”, “Capi
Slide 3: Addressing CSU's Disingenuous Claims
ADDRESSING CSU’S DISINGENUOUS CLAIMS CSU’s Contention Ortelius Response Ortelius diagnosed “the reality of the Company's financial position” by assessing maturity timelines, evaluating recourse vs. non-recourse debt, examining near-term vs. long-term capital needs, and taking into account cash flows
Slide 4: Addressing CSU's Disingenuous Claims (Cont.)
ADDRESSING CSU’S DISINGENUOUS CLAIMS (CONT.) CSU’s Contention Ortelius Response When claiming that “Ortelius has not made a real offer,” the Company neglects to mention that the Board is contractually prohibited from considering other offers or negotiating with other capital providers due to its poo
Slide 5: Addressing CSU's Disingenuous Claims (Cont.)
ADDRESSING CSU’S DISINGENUOUS CLAIMS (CONT.) CSU’s Contention Ortelius Response The Company’s “numerous calls” with Ortelius followed earnings, and the multiple calls pertaining to “potential refinancing options” occurred after the Board had already signed away its right to pursue other capital solu
Slide 6: Addressing CSU's Disingenuous Claims (Cont.)
ADDRESSING CSU’S DISINGENUOUS CLAIMS (CONT.) CSU’s July 22nd Presentation CSU’s October 5th Presentation In the Company’s October 5th presentation, the Unnecessary Board reduced the amount of capital needed to at this point, address debt by $45 million and appears to have Not included in July 22nd a
Slide 7: Addressing CSU's Disingenuous Claims (Cont.)
ADDRESSING CSU’S DISINGENUOUS CLAIMS (CONT.) CSU’s Contention Ortelius Response In the Company’s July 22nd presentation, it claimed, among other things, that only $15 million would be allocated for working capital, the debt paydown requirements equaled $100 million and did not include an operating d
Slide 8: More Than Enough Capital Stands Ready to Be Deployed Without Conversant's Dilutive Financing
MORE THAN ENOUGH CAPITAL STANDS READY TO BE DEPLOYED WITHOUT CONVERSANT’S DILUTIVE FINANCING Arbiter Silk $10 Million1 $12 Million2 Total Capital Publicly Committed for Immediate Infusion With No Further Due Invictus Diligence Required Ortelius At Least $127 Million At Least $30 Million $75 Million