UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

ORTELIUS ADVISORS, L.P.

September 2, 2021

Dear Fellow Capital Senior Living Corporation Stockholders:

Ortelius Advisors, L.P. (“OA”), Pangaea Ventures, L.P. (“Pangaea”) and Peter DeSorcy (together with OA and Pangaea, “Ortelius”, “we” or “us”) beneficially own approximately 12.7% of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Capital Senior Living Corporation., a Delaware corporation (“CSU” or the “Company”), making Ortelius one of the Company’s largest stockholders.

We are furnishing to you the attached proxy statement and the enclosed GOLD proxy card in connection with our solicitation of proxies to vote AGAINST the Company’s proposals related to its proposed transactions with affiliates of Conversant Capital LLC (collectively “Conversant”) as contemplated by an Investment Agreement entered into by and among the Company and certain Conversant entities (the “Investment Agreement) and other related agreements (such proposed transactions, collectively, the “Transactions”), at the upcoming special meeting of stockholders of the Company (the “Special Meeting”).

In accordance with the terms of the Investment Agreement, the Company is holding the Special Meeting for its stockholders to consider the following proposals: (i) the issuance of up to 150,000 shares of newly designated Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to Conversant, which shares will be convertible into shares of Common Stock (the “Issuance Proposal”), (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to increase the number of authorized shares of Common Stock from 4,333,334 to 15,000,000 shares (the “Charter Amendment Proposal”), (iii) an amendment to the Company’s existing 2019 Omnibus Stock and Incentive Plan to (a) increase the number of shares of Common Stock that the Company may issue under such plan from 150,000 shares to 797,699 shares and (b) exclude 257,000 shares from the minimum vesting provisions of such plan (the “Omnibus Amendment Proposal”) and (iv) the adjournment of the Special Meeting to solicit additional proxies if there are insufficient proxies at the Special Meeting to approve the foregoing proposals (the “Adjournment Proposal”, and collectively with the Charter Amendment Proposal, the Issuance Proposal and the Omnibus Amendment Proposal, each a “Proposal” and together the “Proposals”).

The Transactions, if consummated, would effectively sell control of the Company to Conversant – potentially up to 63.12% of the voting power and the right to designate a majority of the board of directors – at what we believe is a material discount. We strongly oppose the Transactions with Conversant and urge stockholders to vote AGAINST each of the Proposals at the Special Meeting.

We urge you to carefully consider the information contained in the attached proxy statement and then support our efforts by signing, dating and returning the enclosed GOLD proxy card today. The attached proxy statement and the enclosed GOLD proxy card are first being furnished to the stockholders on or about September 2, 2021.

If you have already voted for any of the Proposals, you have every right to change your vote by signing, dating and returning a later dated GOLD proxy card or by voting in person at the Special Meeting.

If you have any questions or require any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free number listed below.

Thank you for your support.

/s/ Peter DeSorcy

Peter DeSorcy
Ortelius Advisors, L.P.

If you have any questions, require assistance in voting your GOLD proxy card, or need additional copies of Ortelius’ proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, NY 10036

Stockholders may call toll-free: (855) 208-8901

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

SPECIAL MEETING OF STOCKHOLDERS

OF

CAPITAL SENIOR LIVING CORPORATION

_________________________

PROXY STATEMENT
OF
ORTELIUS ADVISORS, L.P.
_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

Ortelius Advisors, L.P. (“OA”), Pangaea Ventures, L.P. (“Pangaea”) and Peter DeSorcy (together with OA and Pangaea, “Ortelius”, “we” or “us”) beneficially own approximately 12.7% of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Capital Senior Living Corporation., a Delaware corporation (“CSU” or the “Company”), making Ortelius one of the Company’s largest stockholders.

We are furnishing to you the attached proxy statement and the enclosed GOLD proxy card in connection with our solicitation of proxies at the Company’s upcoming special meeting of stockholders scheduled to be held at the Residence Inn Dallas by the Galleria, Highland Park Conference Room, 5460 James Temple Drive, Dallas, Texas 75240 on October 12, 2021, at 10:00 a.m., Central Time (including any adjournments, postponements, continuations or reschedulings thereof and any meeting which may be called in lieu thereof, the “Special Meeting”). This Proxy Statement and GOLD proxy card are first being furnished to the Company’s stockholders on or about September 2, 2021.

At the Special Meeting, the Company is seeking stockholder approval of certain proposals related to its proposed transactions with affiliates of Conversant Capital LLC (collectively “Conversant”) as contemplated by an Investment Agreement entered into by and among the Company and certain Conversant entities (the “Investment Agreement) and other related agreements (such proposed transactions, collectively, the “Transactions”).

The Transactions, if consummated, would effectively sell control of the Company to Conversant – potentially up to 63.12% of the voting power and the right to designate a majority of the board of directors – at what we believe is a material discount. We strongly oppose the Transactions with Conversant and urge stockholders to vote AGAINST each of the Company’s proposals at the Special Meeting.

Pursuant to the Company’s proxy statement for the Special Meeting, the following proposals will be considered at the Special Meeting (such proposals, collectively, the “Proposals”):

According to the Company’s proxy statement, the Company has set the close of business on August 25, 2021 as the record date for determining stockholders entitled to notice of and to vote at the Special Meeting (the “Record Date”). The mailing address of the principal executive offices of the Company is 14160 Dallas Parkway, Suite 300, Dallas, TX 75254. According to the Company’s proxy statement, every stockholder of record at the close of business on the Record Date will be entitled to one vote at the Special Meeting for each share of Common Stock held. According to the Company’s proxy statement, as of the close of business on the Record Date, there were 2,190,599 shares of Common Stock outstanding.

As disclosed in the Company’s proxy statement, stockholder approval of the Charter Amendment Proposal requires the affirmative vote of a majority of outstanding shares of Common Stock entitled to vote at the Special Meeting, and stockholder approval of the Issuance Proposal, the Omnibus Amendment Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of shares of Common Stock present (in person or by proxy) and entitled to vote at the Special Meeting.

As of the date of this proxy statement, Ortelius beneficially owns 277,423 shares of Common Stock. We intend to vote our shares of Common Stock AGAINST each of the Proposals.

THIS SOLICITATION IS BEING MADE BY ORTELIUS AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING OTHER THAN AS DESCRIBED HEREIN. SHOULD OTHER MATTERS, WHICH WE ARE NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

ORTELIUS URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD VOTING AGAINST EACH OF THE PROPOSALS.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY THE COMPANY’S MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE SPECIAL MEETING, OR BY VOTING AT THE SPECIAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting—This Proxy Statement and our GOLD Proxy Card are Available at

www.SaveCSU.com

IMPORTANT

Your vote is important, no matter how few shares of Common Stock you own. Ortelius urges you to sign, date, and return the enclosed GOLD proxy card today to vote AGAINST the Proposals.

If you have any questions, require assistance in voting your GOLD proxy card, or need additional copies of Ortelius’ proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, NY 10036

Stockholders may call toll-free: (855) 208-8901

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

BACKGROUND TO THE SOLICITATION 

REASONS FOR THE SOLICITATION

As one of the Company’s largest stockholders, with holdings equal to approximately 12.7% of the outstanding common stock, we strongly oppose the Transactions with Conversant and urge stockholders to vote “Against” each of the Company’s proposals at the Special Meeting.

The Terms of the Transactions are Egregious and Would Effectively Sell Control of the Company to Conversant at a Material Discount

While the Company is touting the Transactions as a “financing arrangement,” we believe that in fact the Transactions, if consummated, would effectively sell control of the Company to Conversant at what we believe is a material discount. The Transactions contain aggressive terms and although they are labeled as a “financing,” they actually share several common features typically associated with M&A transactions. Some of the more troubling terms associated with the proposed Transactions are highlighted below:

The Market’s Overwhelmingly Negative Reaction to the Announcement of the Transactions Speaks Volumes

The market’s response to the announcement of the Transactions has been overwhelmingly negative. The Company’s stock price plunged an incredible 48% from when the Transactions were announced on July 22, 2021 to August 4, 2021, the day before we commenced significant open market share purchases. The market evidently recognizes the highly-questionable nature of the Transactions and their egregious terms, which hinder the Company’s business with excessive costs and threaten to transfer control of the Company to Conversant. In sum, we believe that the Transactions demonstrably fail to maximize the value of the Company, which is now trading at a significant discount to its underlying assets.

The Transactions are Not in the Best Interests of the Company’s Stockholders and the Company would be Better off With Stockholders Rejecting the Company’s Proposals at the Special Meeting

We believe that these Transactions, in addition to effectively handing control of the Company to Conversant and hindering the business with excessive costs, would punitively dilute existing stockholders. We also believe that the Board failed to adequately consider all alternatives available to it at year end, and instead entered into these ill-advised agreements with Conversant. We find it alarming that the Board would effectively seek to sell control of the Company by way of these damaging Transactions that we believe demonstrably fail to maximize the value of the Company. We contend that the Company is well-positioned to succeed, given the industry is recovering from losses sustained during the pandemic, the Company’s occupancy and financial metrics were reportedly improving, long-term demographic tailwinds remain intact, and the Company’s announcement that the hard work of its “three-year transformational strategy” to stabilize the business is “complete.”¹

As shown by our recent acquisitions of Common Stock, we believe that even with the Company’s exceedingly costly interim debt financing from Conversant, there is significant value to unlock for the benefit of the Company’s stockholders. We believe that following stockholders’ rejection of the Transactions and termination of the Company’s Investment Agreement with Conversant, there would remain ample opportunities for the Company to explore alternative strategic and/or financing options to address any capital requirements in a manner that benefits all equity holders. We stand ready, willing and able to meet with the Board and assist the Company with its near-term capital needs and other strategic initiatives in light of the Company’s tremendous long-term potential.

¹ CSU’s Q1 2021 Results Earnings Call.

PROPOSAL NO. 1

ISSUANCE PROPOSAL

In connection with the Transactions, you are being asked by the Company to approve the issuance of up to 150,000 shares of Series A Preferred Stock to Conversant, which will be convertible into shares of Common Stock. As discussed in detail in the Company’s proxy statement, the Company is required to seek approval of the Issuance Proposal pursuant to the terms of the Investment Agreement and the NYSE Listed Company Manual. As disclosed in the Company’s proxy statement, approval of the Issuance Proposal requires the affirmative vote of a majority of the shares of Common Stock as of the Record Date present (in person or by proxy) and entitled to vote thereon at the Special Meeting.

As discussed further in the “Reasons for the Solicitation” section of this Proxy Statement, we oppose the proposed Transactions as we believe that they are not in the best interests of the Company and its stockholders. To that end, we are soliciting your proxy to vote AGAINST the Issuance Proposal at the Special Meeting.

ORTELIUS URGES YOU TO VOTE “AGAINST” THE ISSUANCE PROPOSAL ON THE ENCLOSED GOLD PROXY CARD AND INTENDS TO VOTE ITS SHARES “AGAINST” THIS PROPOSAL.

PROPOSAL NO. 2

CHARTER AMENDMENT PROPOSAL

In connection with the Transactions, you are being asked by the Company to approve an amendment to the Company’s Charter to increase the number of authorized shares of Common Stock from 4,333,334 shares to 15,000,000 shares. As discussed in detail in the Company’s proxy statement, the Company is required to obtain stockholder approval of an amendment to the Charter to increase the authorized number of shares of Common Stock to 15,000,000 shares pursuant to the Investment Agreement in order to have a sufficient number of authorized shares of Common Stock available to effect both the Rights Offering and the future conversion of the Series A Preferred Stock.

The text of the proposed Charter Amendment is attached as Annex A to the Company’s proxy statement. As disclosed in the Company’s proxy statement, approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock as of the Record Date entitled to vote thereon at the Special Meeting.

As discussed further in the “Reasons for the Solicitation” section of this Proxy Statement, we oppose the proposed Transactions as we believe that they are not in the best interests of the Company and its stockholders. To that end, we are soliciting your proxy to vote AGAINST the Charter Amendment Proposal at the Special Meeting.

ORTELIUS URGES YOU TO VOTE “AGAINST” THE CHARTER AMENDMENT PROPOSAL ON THE ENCLOSED GOLD PROXY CARD AND INTENDS TO VOTE ITS SHARES “AGAINST” THIS PROPOSAL.

PROPOSAL NO. 3

OMNIBUS AMENDMENT PROPOSAL

In connection with the Transactions, you are being asked by the Company to approve an amendment to the Company’s existing 2019 Omnibus Stock and Incentive Plan to (i) increase the number of shares of Common Stock that the Company may issue under such plan from 150,000 shares to 797,699 shares and (ii) exclude 257,000 shares from the minimum vesting provisions of such plan. As discussed in detail in the Company’s proxy statement, the Company is required to obtain the approval of its stockholders of an amendment to the Company’s existing 2019 Omnibus Stock and Incentive Plan pursuant to the terms of the Investment Agreement.

The text of the proposed Plan Amendment is attached as Annex B to the Company’s proxy statement. As disclosed in the Company’s proxy statement, approval of the Omnibus Amendment Proposal requires the affirmative vote of a majority of the shares of Common Stock as of the Record Date present (in person or by proxy) and entitled to vote thereon at the Special Meeting.

As discussed further in the “Reasons for the Solicitation” section of this Proxy Statement, we oppose the proposed Transactions as we believe that the proposed Transactions are not in the best interests of the Company and its stockholders. To that end, we are soliciting your proxy to vote AGAINST the Omnibus Amendment Proposal at the Special Meeting.

ORTELIUS URGES YOU TO VOTE “AGAINST” THE OMNIBUS AMENDMENT PROPOSAL ON THE ENCLOSED GOLD PROXY CARD AND INTENDS TO VOTE ITS SHARES “AGAINST” THIS PROPOSAL.

PROPOSAL NO. 4

ADJOURNMENT PROPOSAL

You are being asked by the Company to approve, if necessary, adjournment of the Special Meeting to solicit additional proxies in favor of the Proposals, if there are insufficient proxies at the Special Meeting to approve the Proposals. According to the Company’s proxy statement, any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to the time that the proxies are used.

As disclosed in the Company’s proxy statement, approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock as of the Record Date present (in person or by proxy) and entitled to vote thereon at the Special Meeting.

ORTELIUS URGES YOU TO VOTE “AGAINST” THE ADJOURNMENT PROPOSAL ON THE ENCLOSED GOLD PROXY CARD AND INTENDS TO VOTE ITS SHARES “AGAINST” THIS PROPOSAL.

VOTING AND PROXY PROCEDURES

Only stockholders of record on the Record Date will be entitled to notice of, and to vote at, the Special Meeting. Each share of Common Stock is entitled to one vote per share. Stockholders who sell shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock.

Shares of Common Stock represented by properly executed GOLD proxy cards will be voted at the Special Meeting as marked and, in the absence of specific instructions, will be voted AGAINST the Charter Amendment Proposal, AGAINST the Issuance Proposal, AGAINST the Omnibus Amendment Proposal and AGAINST the Adjournment Proposal, and, in the discretion of the persons named as proxies, on all other matters as may properly come before the Special Meeting.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

According to the Company’s proxy statement, the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting was August 25, 2021. According to the Company’s proxy statement, as of the Record Date, there were 2,190,599 shares of Common Stock issued and outstanding.

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting. According to the Company’s proxy statement the presence, in person or represented by proxy, of the holders of a majority of the shares of Common Stock entitled to vote on the Record Date will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present virtually at the Special Meeting for purposes of the quorum determination.

If you hold shares of Common Stock in “street name” through a broker, bank, or other nominee, you should refer to the proxy card or the information forwarded by such broker, bank or other nominee to see what voting options are available to you. Without your specific instruction, a broker, bank or other nominee may only vote your shares on “routine” proposals and may not vote your shares on “non-routine” matters. It is expected that the Proposals to be voted on at the Special Meeting will be considered “non-routine” proposals. According to the Company’s proxy statement, if you hold your shares of Common Stock in “street name” and you do not provide voting instructions, your shares of Common Stock will not be treated as present at the Special Meeting for purposes of determining a quorum and will have the same effect as a vote “against” the Charter Amendment Proposal, but shall be of no effect with respect to the Issuance Proposal, the Omnibus Amendment Proposal and the Adjournment Proposal.

VOTES REQUIRED FOR APPROVAL

Approval of the Issuance Proposal: According to the Company’s proxy statement, the affirmative vote of holders of a majority of the shares of Common Stock as of the Record Date present (in person or by proxy) at the Special Meeting is required to approve the Issuance Proposal. According to the Company’s proxy statement, abstentions will have the same effect as a vote “against” and broker non-votes will have no effect on the approval of the Issuance Proposal.

Approval of the Charter Amendment Proposal: According to the Company’s proxy statement, the affirmative vote of holders of at least a majority of all outstanding shares of Common Stock as of the Record Date (in person or by proxy) is required to approve the Charter Amendment Proposal. According to the Company’s proxy statement, abstentions and broker non-votes will have the same effect as a vote “against” the approval of the Charter Amendment Proposal.

Approval of the Omnibus Amendment Proposal: According to the Company’s proxy statement, the affirmative vote of holders of a majority of the shares of Common Stock as of the Record Date present (in person or by proxy) at the Special Meeting is required to approve the Omnibus Amendment Proposal. According to the Company’s proxy statement, abstentions will have the same effect as a vote “against” and broker non-votes will have no effect on the approval of the Omnibus Amendment Proposal.

Approval of the Adjournment Proposal (if necessary): According to the Company’s proxy statement, the affirmative vote of holders of a majority of the shares of Common Stock as of the Record Date present (in person or by proxy) at the Special Meeting is required to approve the Adjournment Proposal. According to the Company’s proxy statement, abstentions will have the same effect as a vote “against” and broker non-votes will have no effect on the approval of the Adjournment Proposal.

REVOCATION OF PROXIES

Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Special Meeting and voting virtually (although attendance at the Special Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Ortelius in care of Okapi at 1212 Avenue of the Americas, 24^th Floor, New York, NY 10036, or to the Corporate Secretary of the Company at Capital Senior Living Corporation, 14160 Dallas Parkway, Suite 300, Dallas, TX 75254, or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Ortelius in care of Okapi at the address set forth above so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Okapi may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies against the Proposals.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Ortelius. Solicitations may also be made by certain of the respective directors, officers, members and employees of Ortelius, none of whom will receive additional compensation for such solicitation. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements.

OA has retained Okapi for solicitation and advisory services in connection with this solicitation, for which Okapi will receive a fee not to exceed $200,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Okapi will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated that Okapi will employ approximately 25 persons to solicit stockholders for the Special Meeting. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of Common Stock held as of the Record Date. Ortelius will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection herewith.

The entire expense of soliciting proxies is being borne by Ortelius. Costs of this solicitation of proxies are currently estimated to be approximately $675,000 (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). The actual amount could be higher or lower depending on the facts and circumstances arising in connection with the solicitation. Ortelius estimates that through the date of this Proxy Statement its expenses in connection with this solicitation are approximately $125,000. Ortelius does not intend to seek reimbursement from the Company of any expenses it incurs in connection with this solicitation.

ADDITIONAL PARTICIPANT INFORMATION

The “Participants” in the solicitation are anticipated to be OA, Pangaea and Peter DeSorcy. The principal business of Pangaea is serving as a private investment vehicle. The principal business of OA is serving as the investment manager of Pangaea and other private investment vehicles. The principal occupation of Mr. DeSorcy is serving as an investment professional.

The principal business address of each of OA, Pangaea and Mr. DeSorcy is 450 Park Avenue, Suite 2700, New York, NY 10022.

As of the date of this Proxy Statement, Pangaea directly owns 277,423 shares of Common Stock. OA, as the investment manager of Pangaea, may be deemed to beneficially own the 277,423 shares of Common Stock owned by Pangaea. Mr. DeSorcy, as the holder of a controlling interest in OA, may be deemed to beneficially own the 277,423 shares of Common Stock owned by Pangaea.

The shares of Common Stock purchased by Pangaea were purchased with investment capital. For information regarding purchases and sales of securities of the Company during the past two years by the Participants, see Schedule I.

As discussed elsewhere herein, each Participant may be deemed to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 277,423 shares of Common Stock owned in the aggregate by all of the Participants. Each Participant disclaims beneficial ownership of the shares of Common Stock reported owned herein that he or it does not directly own.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Special Meeting.

There are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

STOCKHOLDER PROPOSALS

As discussed in the Company’s proxy statement relating to their 2020 annual meeting of stockholders, the deadline to submit stockholder proposals to be included in the Company’s proxy statement for its 2021 annual meeting of stockholders has passed, as such proposals had to have been received by the Company at the Company’s principal executive offices on or before March 8, 2021.

As discussed in the Company’s proxy statement, the Charter establishes an advance notice procedure with regard to certain matters, including stockholder proposals and nominations of individuals for election to the Board, to be proposed at an annual meeting of stockholders. Notice of a stockholder proposal or a director nomination to be brought at an annual meeting of stockholders must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 60 but not more than 90 days before the scheduled date of the meeting, regardless of any postponement, deferral or adjournment of that meeting to a later date; provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, the notice must be delivered or received no later than the close of business on the tenth day following the earlier of (1) the day on which such notice of the date of meeting was mailed or (2) the day on which such public disclosure was made. The notice of a stockholder proposal or a director nomination must also contain specified information and conform to certain requirements set forth in the Charter. According to the Company’s proxy statement, the chairman of the meeting may disregard the introduction of any such proposal or nomination if it is not made in compliance with the foregoing procedures or the applicable provisions of the Charter.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the Company’s 2021 annual meeting of stockholders is based on information contained in the Company’s proxy statement, and the Charter and the Bylaws. The incorporation of this information in this Proxy Statement should not be construed as an admission by Ortelius that such procedures are legal, valid or binding.

OTHER MATTERS AND ADDITIONAL INFORMATION

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. Ortelius will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Okapi Partners LLC, at the following address or phone number: 1212 Avenue of the Americas, 24th Floor, New York, NY 10036, or call toll free at (855) 208-8901. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

Ortelius is unaware of any other matters to be considered at the Special Meeting. However, should other matters, which Ortelius is not aware of a reasonable time before this solicitation, be brought before the Special Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion.

Ortelius has omitted from this Proxy Statement certain disclosure required by applicable law that is included in the Company’s proxy statement. This disclosure includes, among other things, detailed information relating to the background, reasons for and terms of the Transactions, including any consequences if the Transactions do not close, and any interest of officers and directors of CSU in the Transactions.

See Schedule II for information regarding persons who beneficially own more than 5% of the outstanding shares of Common Stock and the ownership of the shares of Common Stock by the officers and directors of CSU.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

Your vote is important. No matter how many or how few shares you own, please give Ortelius your proxy AGAINST the proposals by signing, dating and mailing the enclosed GOLD proxy card promptly.

Ortelius Advisors, L.P.

September 2, 2021

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS

PANGAEA VENTURES, L.P.

SCHEDULE II

The following table is reprinted from the definitive proxy statement filed by Capital Senior Living Corporation with the Securities and Exchange Commission on August 31, 2021.²

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Common Stock as of August 25, 2021 by: (i) each person known by us to be the beneficial owner of more than five percent of Common Stock; (ii) each of our directors; (iii) each of our “named executive officers”; and (iv) all of our current executive officers and directors as a group. Except as otherwise indicated, the address of each person listed below is 14160 Dallas Parkway, Suite 300, Dallas, Texas 75254.

_______________

_______________

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give Ortelius your proxy AGAINST the Proposals by taking three steps:

You may vote your shares in person at the Special Meeting, however, even if you plan to attend the Special Meeting, we recommend that you submit your GOLD proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to attend the Special Meeting. If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed GOLD voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Okapi Partners LLC at the address set forth below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, NY 10036

Stockholders may call toll-free: (855) 208-8901

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

GOLD PROXY CARD

CAPITAL SENIOR LIVING CORPORATION

SPECIAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF ORTELIUS ADVISORS, L.P. AND THE OTHER PARTICPANTS IN ITS PROXY SOLICITATION

THE BOARD OF DIRECTORS OF CAPITAL SENIOR LIVING CORPORATION
IS NOT SOLICITING THIS PROXY

P     R     O     X     Y

The undersigned appoints Peter DeSorcy and Mark Harnett, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock, par value $0.01 per share (the “Common Stock”) of Capital Senior Living Corporation (the “Company”) which the undersigned would be entitled to vote if personally present at the Special Meeting of the stockholders of the Company scheduled to be held at the Residence Inn Dallas by the Galleria, Highland Park Conference Room, 5460 James Temple Drive, Dallas, Texas 75240 on October 12, 2021, at 10:00 a.m., Central Time (including any adjournments or postponements thereof) (the “Special Meeting”). 

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Special Meeting that are unknown to Ortelius Advisors, L.P. (“Ortelius”) a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “AGAINST” PROPOSALS 1, 2, 3 AND 4.

This Proxy will be valid until the completion of the Special Meeting. This Proxy will only be valid in connection with Ortelius’ solicitation of proxies for the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

Our Proxy Statement and our GOLD Proxy Card are Available at

www.SaveCSU.com

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

GOLD PROXY CARD

[X] Please mark vote as in this example

ORTELIUS STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE “AGAINST” PROPOSALS 1, 2, 3 AND 4.

DATED: ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.