8-K

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) June 30, 2014

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 File Number)	(IRS Employer Identification No.)
14160 Dallas Parkway Suite 300 Dallas, Texas	75254
(Address of Principal Executive Offices)	(Zip Code)

(972) 770-5600

(Registrant’s Telephone Number, Including Area Code)

(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)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 30, 2014, Capital Senior Living Corporation (the “Company”) completed the acquisition of three senior living communities located in Ohio (the “Ohio Communities”) from joint ventures in which the Company previously held a 10% interest for a purchase price of approximately $83.6 million. The Company previously managed the Ohio Communities under long-term management agreements. The Ohio Communities are comprised of 433 units, consisting of 227 independent living units and 206 assisted living units. The acquisition of two of the Ohio Communities was financed with $40.1 million of 10-year fixed rate debt with a blended interest rate of 4.41%. The acquisition of the other Ohio Community was financed with a $21.6 million two-year bridge loan with a variable interest rate of approximately 2.90%.

Item 7.01 Regulation FD Disclosure.

On July 1, 2014, the Company issued a press release announcing the completion of the acquisition of the Ohio Communities.

In addition, the Company’s press release announced that the Company has refinanced existing debt on 15 communities owned by the Company by raising approximately $156.5 million of new mortgage debt consisting of $135.5 million in long-term fixed rate debt (the “Long-Term Debt”) and approximately $21.0 million in bridge loans (the “Bridge Loans”). The Long-Term Debt has a fixed interest rate of 4.24% and is scheduled to mature in July 2024. The Long-Term Debt replaces $92.0 million of fixed rate debt with a blended interest rate of 5.96% that was scheduled to mature in July 2015. The Bridge Loans have a one or two-year maturity with a variable interest rate of approximately 4.65%. The Bridge Loans replace approximately $20.0 million of fixed rate debt that was also scheduled to mature in July 2015.

A copy of the Company’s press release announcing the completion of the acquisition of the Ohio Communities and the debt refinancing is attached as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the Company’s updated slideshow presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information being furnished under Item 7.01, Exhibit 99.1, and Exhibit 99.2 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The press release and the presentation contain, and may implicate, forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information furnished under this Item 7.01, Exhibit 99.1 and Exhibit 99.2 is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in the press release or the presentation that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

*99.1	Press Release dated July 1, 2014.
*99.2	Capital Senior Living Corporation Updated Slideshow Presentation.

* These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.

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: July 2, 2014	Capital Senior Living Corporation
	By:	/s/ Carey P. Hendrickson
	Name:	Carey P. Hendrickson
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

*99.1	Press Release dated July 1, 2014.
*99.2	Capital Senior Living Corporation Updated Slideshow Presentation.

* These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.

EX-99.1

Exhibit 99.1

PRESS CONTACT: Carey Hendrickson, Chief Financial Officer Phone: 1-972-770-5600

FOR IMMEDIATE RELEASE

CAPITAL SENIOR LIVING CORPORATION

ACQUIRES THREE COMMUNITIES FOR $83.6 MILLION

AND CLOSES ON LOAN REFINANCE

DALLAS – (BUSINESS WIRE) – July 1, 2014 – Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the country’s largest operators of senior living communities, today announced that the Company has purchased three senior living communities located in Ohio from joint ventures in which it held a 10 percent interest (the “Ohio JV Communities”) for a purchase price of $83.6 million. The Company previously managed the Ohio JV communities under long-term management agreements.

The Ohio JV Communities are comprised of 433 units, consisting of 227 independent living units and 206 assisted living units. Two communities are financed with $40.1 million of 10-year fixed rate debt that is non-recourse to the Company with a blended interest rate of 4.41%. One community is financed with a $21.6 million two-year bridge loan with a variable interest rate of approximately 2.90%.

Additionally, the Company announced it has closed a refinance of debt on 15 owned communities, raising approximately $156.5 million of new mortgage debt consisting of $135.5 million in long-term fixed rate debt and approximately $21 million in bridge loans. The $135.5 million long-term debt has a 4.24% fixed interest rate, which represents a 172 basis point reduction in rate, and matures in July 2024. These new mortgages replaced $92 million of fixed rate debt with a blended interest rate of 5.96% that were set to mature in July 2015. The $21 million in bridge loans replaced approximately $20 million of fixed-rate debt that was also maturing in July 2015. The bridge loans are related to one property being repositioned to allow more flexibility during the repositioning and certain non-core owned assets planned for sale in the third quarter of 2014. The bridge loans have a one or two-year maturity with a variable interest rate of approximately 4.65%. With this refinancing, the Company’s overall debt on this portfolio increases approximately $44.6 million; however, the Company’s interest expense remains approximately the same due to the lower rate and the Company’s total debt service payment decreases approximately $1.0 million due to re-setting the principal amortization to 30 years from 25 years.

After customary transaction and closing costs, the Company received $36.5 million of incremental cash proceeds from these new loans. With this refinance and the acquisition of the Ohio JV communities, the Company finances its 63 owned communities with total mortgage debt of approximately $590 million with interest rates averaging 4.72%, versus an average rate of 5.25% in the first quarter of 2014.

Highlights of these transactions include:

Ohio JV Communities

(incremental changes, net of the Company’s management fees of approximately $0.9 million and CSU’s portion of JV net income of approximately $0.2 million)

• Increases annual revenue by $16.9 million

• Adds $6.8 million of EBITDAR

• Increases CFFO by $3.1 million, or $0.11 per share

• Improves earnings by $1.2 million, or $0.04 per share

Mortgage Debt Refinance

• $135.5 million of long-term mortgage debt at 4.24% and $21 million in bridge loans at variable rates of approximately 4.65%

• 172 basis point reduction in the fixed-debt interest rate

• Cash proceeds to the Company of $36.5 million

• Extends maturity to 2024 on 12 of the 15 communities

• Reduces annual debt service on the 15 properties refinanced by approximately $1.0 million

“We are extremely pleased to add the Ohio JV Communities to our consolidated operations. This transaction will provide immediate benefits to our shareholders and further the Company’s strategy to increase ownership of high-quality senior living communities in geographically concentrated regions. While we have been earning management fees on these communities, we will now be able to consolidate the results of operations and generate meaningful increases in revenue, earnings, CFFO and real estate value. We are also very pleased with the results of our recent loan refinancing. This loan refinance reflects the appreciation in value of these owned communities and allows the Company to continue to benefit from historically low interest rates and fix this debt at attractive rates while extending the maturity to 2024. Proceeds from this refinancing adds to the Company’s liquidity to fund our robust acquisition pipeline, capital expenditures and cash reserves.”

ABOUT THE COMPANY

Capital Senior Living Corporation is one of the nation’s largest operators of residential communities for senior adults. The Company’s operating strategy is to provide value to residents by providing quality senior living services at reasonable prices. The Company’s communities emphasize a continuum of care, which integrates independent living, assisted living, and home care services, to provide residents the opportunity to age in place. The Company operates 113 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 14,700 residents.

Contact Carey Hendrickson, Chief Financial Officer, at 972-770-5600 for more information.

2 of 2

EX-99.2

Exhibit 99.2

Capital Senior Living Company Presentation

Forward-Looking Statements The forward-looking statements in this presentation are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company's ability to complete the refinancing of certain of our wholly owned communities, realize the anticipated savings related to such financing, find suitable acquisition properties at favorable terms, financing, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensures, availability of insurance at commercially reasonable rates and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission The Company assumes no obligation to update or supplement forward-looking statements in this presentation that become untrue because of new information, subsequent events or otherwise.

Investment Highlights Value leader in providing quality seniors housing and care at reasonable prices Well positioned to make meaningful gains in shareholder value Substantially all private pay with strong cash flow generation Industry benefits from need-driven demand, limited new supply and improving housing market and economy Achieving solid growth in revenue, EBITDAR and CFFO Executing on disciplined accretive growth initiatives through acquisitions and conversions to higher levels of care Solid balance sheet

AR. 173 AZ. 18 9 CT. 178 FL. 226 IA. 122 IL. 650 IN. 2,247 KS. 165 LA. 133 MI. 42 9 MN. 173 MO. 662 MS. 143 NC. 593 SC. 669 NE. 668 NJ. 98 NY. 387 OH. 2,060 OK. 143 TX. 3,720 VA. 153 CA. 408 Company Overview Capital Senior Living operates 113 communities in geographically concentrated regions with the capacity to serve 14,700 residents Resident Capacity By State AZ. 189 GA. 70 MA. 68 WI. 150 MA. 87 (CHART) Property Ownership Structure Number of residents by State Greater than 2,000 500 - 2,000 Less than 500

Resident Demographics at CSU Communities Average age of resident: 85 years Average age of resident moving in: 82 years Average stay period: 2-3 years Percent of female residents: 80% Resident turnover is primarily attributed to death or need for higher care

The Capital Advantage: Senior Living Options Independent Living - 52% of Resident Capacity Average 113 units per IL community with large common areas and amenities Supportive services, wellness programs, social, recreational and educational events Average monthly rate of $2,437 100% private pay Average length of resident stay is 31 months

The Capital Advantage: Senior Living Options Assisted Living- 48% of Resident Capacity Average 64 units per community 74% of communities offer AL Assistance with activities of daily living including medication reminders, bathing, dressing and grooming Average monthly rate of $3,955 Substantially all private pay Average length of resident stay is 24 months

The Capital Advantage: Need Driven Demand U.S. population 75+ years old is estimated to be 12% of the population by 2030 compared to 6% in 2012 Only 1.3 million units serving a population of 18.9 million seniors Current 6.9% penetration rate implies demand growth of 40,000 units per year (Population in thousands) Source: 2010 Census Summary File 1 and U.S. Census Bureau, Population Division (CHART) U.S. Seniors Population Trends (75+ years old) 75% Expected Growth from 2014 to 2030

The Capital Advantage: Limited New Supply The Capital Advantage: Limited New Supply Source: NIC MAP Trends All Markets Q1 14

The Capital Advantage: Senior Housing Occupancy Trends The Capital Advantage: Senior Housing Occupancy Trends Source: NIC MAP Trends All Markets Q1 14

The Capital Advantage: Competitive Strengths Value leader in geographically concentrated regions Experienced on-site, regional and corporate management Larger company economies of scale and proprietary systems that yield operating efficiencies in highly fragmented industry Solid reputation in industry and 95% resident satisfaction Employer of choice Solid balance sheet Strong Board of Directors

The Capital Advantage: Strategy Focus on our core strengths Capitalize on competitive strengths within each of our regions to maximize the cash flow generated by our communities and our operations Capitalize on the fragmented nature of the senior living industry to strategically aggregate local and regional operators in geographically concentrated regions Increase levels of care through conversions to Assisted Living or Memory Care units Attract and retain the best talent in the senior living industry

2014 Business Plan Focused on Operations, marketing and growth to enhance shareholder value through: Organic growth Proactive expense Management Accretive acquisitions, unit conversions and community refurbishment projects Utilization of technology

2014 Business Plan: Organic Growth Increase average rents Each 3% increase generates $10.8M of revenue Improve occupancies Each 1% generates $4.0M of revenue, $2.8M of EBITDAR and $0.06 per share of CFFO Convert units to higher levels of care Cash flow enhancing renovations and refurbishments New branding strategy, eMarketing and website enhancements Implement software programs to optimize care plans and level of care charges

Solving to Achieve 90% Occupancy Q1 2014 Q1 2014 Q1 2014 Q1 2014 IL AL Total Total Units 5,927 5,206 11,133 Occupied Units 5,050 4,654 9,704 Occupancy % 85.2% 89.4% 87.1% Planned IL to AL Conversions Planned IL to AL Conversions Planned IL to AL Conversions IL AL Units (360) 360 At 90% Stabilized Occupancy At 90% Stabilized Occupancy 324 Note: Conversions are subject to customary approvals Note: Conversions are subject to customary approvals Note: Conversions are subject to customary approvals Occupancy After Conversions Stabilize Occupancy After Conversions Stabilize Occupancy After Conversions Stabilize Occupancy After Conversions Stabilize IL AL Total Total Units 5,567 5,566 11,133 Occupied Units 5,050 4,978 10,028 Occupancy % 90.7% 89.4% 90.1%

2014 Business Plan: External Growth Strategic acquisitions of high quality senior living communities to enhance geographic concentrations - 16.3% cash on cash returns *Based on share count at time of transaction (in millions except number of communities) 2011 2012 2013 Q1/Q2 2014 Combined Purchase Price $83.4 $181.3 $150.4 $98.2 $513.3 Communities 7 17 11 4 39 Units 551 1,367 881 511 3,310 Debt $59.3 $129.5 $112.3 $72.7 $373.8 Equity $24.1 $51.8 $38.1 $25.5 $139.5 First Year Revenue $21.3 $49.1 $35.1 $22.4 $127.9 First Year EBITDAR $7.3 $19.1 $14.1 $8.9 $49.4 First Year Cash Flow from Operations (CFFO) $3.4 $9.1 $5.8 $4.4 $22.7 First Year CFFO per share* $0.13 $0.34 $0.20 $0.15 $0.82

Operating Performance Revenue and EBITDAR growth EBITDAR increased 107.7% on an 85.6% increase in revenue EBITDAR margin increased from 29.9% in Q1 2010 to 34.6% in Q4 2013 (CHART) * As adjusted in Q4 2013 earnings release

Comparative Operating Metrics As adjusted in press releases As adjusted in press releases

Balance Sheet As of December 31, 2013 (in millions) ASSETS Cash and Securities $ 25.0 Other Current Assets 27.8 Total Current Assets 52.8 Fixed Assets 650.0 Other Assets 42.7 TOTAL ASSETS $ 745.5 LIABILITIES & EQUITY Current Liabilities $ 58.7 Long-Term Debt 467.4 Other Liabilities 61.4 Total Liabilities 587.5 Stockholders' Equity 158.0 TOTAL LIABILITIES & EQUITY $ 745.5

Investment Highlights Value leader in geographically concentrated regions Substantially all private pay Need-driven demand, limited new supply and improving housing market and economy Experienced management team with demonstrated ability to operate, acquire and create shareholder value Accretive acquisitions in highly fragmented industry Conversions to higher levels of care with significant revenue and cash flow growth Strong cash flow generation Solid balance sheet

Capital Senior Living Company Presentation