0001193125-15-027068.txt : 20150130 0001193125-15-027068.hdr.sgml : 20150130 20150130115130 ACCESSION NUMBER: 0001193125-15-027068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150129 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 15561708 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 8-K 1 d861533d8k.htm 8-K 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) January 29, 2015

 

 

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 7.01 Regulation FD Disclosure.

On January 29, 2015, Capital Senior Living Corporation (the “Company”) issued a press release announcing the acquisition of two senior living communities (the “ Acquired Communities”) for a purchase price of $32.8 million. The Acquired Communities are comprised of 127 assisted living units and are located in regions in which the Company already has extensive operations. The acquisition of the Acquired Communities, which have both been completed, was financed with $24.5 million of 10-year fixed-rate debt with a blended interest rate of 4.41%.

In addition, the press release announced that the Company has completed the sale of four non-core senior living communities (the “Sold Communities”) for $36.5 million and will receive approximately $18.0 million of net proceeds after relieving the debt associated with the Sold Communities and paying customary transaction and closing costs. The Sold Communities were comprised of 547 independent living units.

The press release also announced that the Company has refinanced the existing debt associated with one of its communities.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information being furnished under Item 7.01 and Exhibit 99.1 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 contains, and may implicate, forward-looking statements regarding the Company and includes 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 and Exhibit 99.1 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 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 January 29, 2015.

*This exhibit to this Current Report on Form 8-K is not being filed but is 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: January 29, 2015     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 January 29, 2015.

*This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.

EX-99.1 2 d861533dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

PRESS CONTACT:

Carey Hendrickson, Chief Financial Officer

Phone: 1-972-770-5600

FOR IMMEDIATE RELEASE

CAPITAL SENIOR LIVING CORPORATION

ACQUIRES TWO COMMUNITIES

AND CLOSES ON SALE OF FOUR NON-CORE COMMUNITIES

The Company also refinances existing debt at favorable rates

DALLAS – (BUSINESS WIRE) – January 29, 2015 – Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the nation’s largest operators of senior living communities, today announced the completion of three transactions that will strengthen the Company’s operating portfolio and enhance its cash position to provide for further growth: the acquisition of two senior living communities, the disposition of four non-core communities and the refinance of an existing community loan. The Company also announced that it recently executed early rate locks on refinancing transactions associated with two communities at an average interest rate of approximately 3.85%, both of which are expected to close by the end of the first quarter of 2015.

“We are extremely pleased to add two high-occupancy communities with excellent financial and operating metrics to our consolidated operations and to complete the sale of the four communities that are not core to Capital Senior,” said Lawrence A. Cohen, the Company’s Chief Executive Officer. “The completed loan refinance reflects the appreciation in value of this owned community 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 2025, as do the two additional refinancings which will be completed in the first quarter. On a net basis, the completed and upcoming transactions announced today provide us with $35 million in incremental cash proceeds that we will use to continue to invest in the acquisition of high-performing communities, enhance our cash reserves and pay off short-term bridge loans.”

The two acquired communities were purchased for $32.8 million. One of the transactions was completed in mid-December and the other in mid-January. They are comprised of 127 assisted living units and are located in regions in which the Company already has extensive operations. The communities are financed with $24.5 million of 10-year fixed-rate debt that is non-recourse to the Company with a blended interest rate of 4.41%.

The Company is conducting due diligence on additional acquisitions of high-quality senior living communities in states with extensive existing operations totaling approximately $45 million. Subject to completion of customary closing conditions, the acquisitions are expected to close in the first half of 2015.

In January, the Company sold the four non-core communities for $36.5 million and will receive approximately $18.0 million in net proceeds after relieving the debt associated with the communities and paying customary transaction and closing costs. The communities sold were comprised of 547 independent living units. The net effect of the reinvestment of these proceeds in high-quality communities is expected to be accretive.

 

1 of 2


In December, the Company refinanced the debt associated with one community, lowering the interest rate and yielding $9.3 million in incremental cash proceeds from the new loan after customary transaction and closing costs. The new mortgage is $18.9 million with a 4.46% fixed interest rate and matures in January 2025. The new mortgage replaced $8.4 million of fixed-rate debt with an interest rate of 5.75% that was set to mature in March 2017.

The Company executed early rate lock agreements on $45.0 million of mortgage debt for two communities at an interest rate of approximately 3.85% with a 10-year maturity. These new mortgages will close by the end of the first quarter of 2015. This debt will refinance an existing mortgage of $8.0 million with an interest rate of 5.46% due to mature in August 2015 and one short-term bridge loan of $21.6 million with floating rate interest of 2.92% due to mature July 2016. Net proceeds from these two refinance transactions will total approximately $15.0 million. The Company plans to use these proceeds to pay off two short-term, floating-rate bridge loans totaling $14.0 million.

Additional highlights of the acquisitions, refinance and rate locks include:

Acquired Communities

 

    Increases annual revenue by $5.2 million

 

    Increases CFFO by $1.2 million, or $0.04 per share

 

    Improves earnings by $0.4 million, or $0.02 per share

 

    Average monthly rent for the communities is approximately $3,606

Mortgage Debt Refinance

 

    $18.9 million of 10-year fixed-rate mortgage debt at 4.46%

 

    129 basis point reduction in the fixed-debt interest rate

 

    Cash proceeds to the Company of $9.3 million

 

    Extends maturity to 2025

Mortgage Rate Locks

 

    $45.0 million of 10-year fixed-rate mortgage debt at 3.85%

 

    Net proceeds of $15.0 million upon the refinance of the two mortgages

 

    Proceeds used to pay off short-term bridge loans of $14.0 million

The Company also noted that the previously-announced plan to convert 360 independent living units to assisted living units at certain communities remains on or ahead of schedule. As of December 31, 2014, approximately 207 units had been converted with the remainder expected to be completed by the middle of 2015.

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 114 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 15,000 residents.

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

 

2 of 2

GRAPHIC 3 g861533ex99_1logo.jpg GRAPHIC begin 644 g861533ex99_1logo.jpg M_]C_X``02D9)1@`!`0$`E@"6``#_X@Q824-#7U!23T9)3$4``0$```Q(3&EN M;P(0``!M;G1R4D="(%A96B`'S@`"``D`!@`Q``!A8W-P35-&5`````!)14,@ M0``9&5S8P`````````2D! M\@'Z`@,"#`(4`AT")@(O`C@"00)+`E0"70)G`G$">@*$`HX"F`*B`JP"M@+! M`LL"U0+@`NL"]0,``PL#%@,A`RT#.`-#`T\#6@-F`W(#?@.*`Y8#H@.N`[H# MQP/3`^`#[`/Y!`8$$P0@!"T$.P1(!%4$8P1Q!'X$C`2:!*@$M@3$!-,$X03P M!/X%#044%]@8&!A8&)P8W!D@& M609J!GL&C`:=!J\&P`;1!N,&]0<'!QD'*P<]!T\'80=T!X8'F0>L![\'T@?E M!_@("P@?"#((1@A:"&X(@@B6"*H(O@C2".<(^PD0"24).@E/"60)>0F/":0) MN@G/">4)^PH1"B<*/0I4"FH*@0J8"JX*Q0K<"O,+"PLB"SD+40MI"X`+F`NP M"\@+X0OY#!(,*@Q##%P,=0R.#*<,P`S9#/,-#0TF#4`-6@UT#8X-J0W##=X- M^`X3#BX.20YD#G\.FPZV#M(.[@\)#R4/00]>#WH/E@^S#\\/[!`)$"800Q!A M$'X0FQ"Y$-<0]1$3$3$13Q%M$8P1JA')$>@2!Q(F$D429!*$$J,2PQ+C$P,3 M(Q-#$V,3@Q.D$\43Y10&%"<4211J%(L4K13.%/`5$A4T%585>!6;%;T5X!8# M%B86219L%H\6LA;6%OH7'1=!%V47B1>N%](7]Q@;&$`891B*&*\8U1CZ&2`9 M11EK&9$9MQG=&@0:*AI1&G<:GAK%&NP;%!L[&V,;BANR&]H<`APJ'%(<>QRC M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB`5($$@ M;""8(,0@\"$<(4@A=2&A(B>K)]PH#2@_*'$H MHBC4*08I."EK*9TIT"H"*C4J:"J;*L\K`BLV*VDKG2O1+`4L.2QN+*(LURT, M+4$M=BVK+>$N%BY,+H(NMR[N+R0O6B^1+\<-]1B)&9T:K1O!'-4=[1\!( M!4A+2)%(UTD=26-)J4GP2C=*?4K$2PQ+4TN:2^),*DQR3+I-`DU*39--W$XE M3FY.MT\`3TE/DT_=4"=0<5"[40914%&;4>92,5)\4L=3$U-?4ZI3]E1"5(]4 MVU4H5755PE8/5EQ6J5;W5T17DE?@6"]8?5C+61I9:5FX6@=:5EJF6O5;15N5 M6^5<-5R&7-9=)UUX7&EYL7KU?#U]A7[-@!6!78*I@_&%/8:)A]6))8IQB M\&-#8Y=CZV1`9)1DZ64]99)EYV8]9I)FZ&<]9Y-GZ6@_:)9H[&E#:9II\6I( M:I]J]VM/:Z=K_VQ7;*]M"&U@;;EN$FYK;L1O'F]X;]%P*W"&<.!Q.G&5&YXS'DJ>8EYYWI& M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$>`J($*@6N!S8(P@I*" M](-7@[J$'82`A..%1X6KA@Z&I+CDTV3MI0@E(J4 M])5?EAMJ(FHI:C!J-VH^:D5J3'I3BEJ:8:IHNF_:=NI^"H M4JC$J3>IJ:H_ MR#W(O,DZR;G*.,JWRS;+MLPUS+7--:6YQ_GJ>@RZ+SI1NG0ZEOJ MY>MPZ_OLANT1[9SN*.ZT[T#OS/!8\.7Q7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*S MM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ M_\0`'P$``P$!`0$!`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0# M!`<%!`0``0)W``$"`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1 M"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI M:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZ MPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1 M`Q$`/P#W^BBB@`HHHH`****`"BBB@`I,TM4=5U.UT?3+G4+V416UNADD8^@[ M#U)Z`>I%&O0!YU&T74H].,Z"\DB,RPD_,4!`+8],D5:!R*^3K[QUJMUXZ_X2 ME',=RDH,46?E6,<",X[8R#]2:^G?#VN6GB/0[75+-LPSIG:>J-T*GW!R*UJ4 M732;,J=53T-6BBBLC4****`"BBB@`HHHH`****`"BBB@`HHHH`****`$->4? M%JQ\6^(G@TC1M(FFTV/$LTJR(HE?LO+`X7K]3[5U/Q%\6#PEX5FNXF7[=,?) MM5)'WS_%COM&3^58?PA\9R>(M"DTZ_F,NHZ?@%W;+2Q'[K'G)(Y!/T/4UK!2 MBO:);&WJ:JIB92C9HF%!1=TS5HK*T M/4#>V($AS+&=K<\GT-:M8&P4444`%%%%`!1110`444R25(D9Y&"HHR6)X%`# MZAGNH+?`EE52W12>3]!U-5@\][RA:WM_[Q'SO]!_"/?K]*L0VD-N#Y:`,>K' MEC]2>30!6?5%0$BVNV4=Q"1_.IK*_@OXC)`^0#@@C!!]Z==7,5I`TLK!5`_$ M^P]ZS-!LY81<74RE&G;(0]0.>OYTK@;=1S2I#$TDCJB*,LS'``]34E5[VRMM M0M);2[A2:WF4I)&XRK*>H(]*8'RS\0_&$GC#Q-)<1NPL+?,5HAX^7/+GW8C/ MTQZ5E>%_$-UX7\06NK6OS-$V)(\\2(?O*?J/U`/:OIP?#OP?_P!"YIW_`'X% M!^'?@\C_`)%S3?\`OP*[%B(*/+;0Y?83XMY,:X7)Z\5(=)T_P#Y M](?^^:XI*^QU+S..TZ]>PO%F&2O1U]5KNXY%EC61&#*PR".XK-EM-'@=4DAM M5=NBG&36C##'!$L<2!$'11T%**L-DE%%%4(,T9%9&MZC+80IY)3>YP`02?KC M\JLZ6]U)9*]X1YK'(&,8':E?6P6+U%%%,!.U9RC^T+MG;FV@?:B]G<=2?8=! M[UHUF:+*OV5K=CB6&1E=3U^\3FDP-,4M%)3`C:&-I5E9%+K]UB.1]/2H[F^M MK-M]0M[H_NB_/0LA4'Z9'-6<\5S+3SZ[J(@C+0VT!W,0>?3/'?T_&K. ML:J\<26]KR\W`<W$>^[C_=)*!%"?XBHR2?8'/\NE M%V!LWYENHVM[&ZCCN`07.[E5_P`:2\U.WTZ,)-(6FV9"@8G_/6J=F&U?5WN9U40VQVH@Y&??U]:`L+HT2373W=VQ-X^2$=2NT M>V>M:EQJME:N(Y9AYA_@4%C^0JAK>IFWM]MOR[,4\S^Z>^/?^516=M#H]D;J MX7?=,I?'4@>G^)I)VT`W(;B.=-R;L>C*5(_`\T33)!"TLC;549)K#THRS32: MK=2E`_R1H#P?P[^@_&DOQ/J6J06+@I`%\UU[X]_?_&JOH`ZPM&U2\.I72_N\ M_N(SV`Z$UO@<57:58V6"%09`.%'11ZGT%3JW`!8%J$(=1113`3'%4;O2H;F8 M3J\D-P!CS(S@GZ^M7Z*`,L6.H]/[6./4VZY_G4@TL/\`\?5U/<#^ZS;5_(8K M0HI6`@:T@-NUOY:B(C&T#`J.VL(+556,,=OW=[%MOTSTJW13L!F-IMA9":X\ MLA/ONN\[3CGIG%4='@:^NY-4N%ZG$2GMC_/\ZT]5MI+NQ:"(\NRAOIGFF:E: M2-H5U:61>.0P,D1BE\ME.,##8.T^^*5AWT)!I\9VK))))&F-L;D;1CIP!S^. M:=>:?;WT:QSH6"G*D'!%<^NGZZ+;P^&;#V[C[?;&.E/WC9I;B9+V666-+QH6DB+2;%$@Y& M-R'&1]W'M4-WI'B&6PT*)+]O/MBIO9$F93(`R9P01N.`W+#!YXR>#E0E*Q5V6;:P@M%` MC5CM&`78L0/;/2B6PAEN1<9D27;M+1N5W#T-8EMINMKHVVYNV?4)+R!W*RG: ML:21A@OIN1"Q'$S$!4%N5&T>AD9B1[*>U.R%= MG00P1P+MC4*,Y/J3[GO2B"/S?,V_,.]F^(H/%,T]W/')IQ,QW&:5BX9\ MH%3=L7:NT'Y/X<@G<<=8*+6!,6BBBD,****`"BBB@`HHHH`****`$HQS110` >8%&!1128"]:3`HHI@&!Z48HHH`*6BB@`HHHH`__9 ` end