UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 25, 2010
Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-13445
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75-2678809 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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14160 Dallas Parkway
Suite 300
Dallas, Texas
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75254 |
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(Zip Code) |
Registrant’s telephone number, including area code: (972) 770-5600
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01 |
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Entry into a Material
Definitive Agreement. |
On June 25, 2010, Capital Senior Living Acquisition, LLC, a wholly owned subsidiary of Capital
Senior Living Corporation (the “Company”), entered into an Asset Purchase Agreement, dated as of
June 25, 2010 (the “Agreement”) with Signature Assisted Living of Texas, LLC (“Signature”).
Pursuant to the Agreement, the Company agreed to acquire Signature’s interest in certain lease
agreements with Health Care REIT, Inc. (“HCN”) for 12 purpose-built assisted living and memory care
communities located in Texas and certain related personal property. The Agreement provides for a
purchase price of $25 million plus an amount equal to 50% of Signature’s outstanding working
capital loans not to exceed $750,000. Funds for the purchase price are being provided by HCN. The expense to the Company for the lease and the use of the funds provided by
HCN is approximately $8.9 million per year, subject to conditional annual escalation provisions. The Agreement also contains representations, warranties and
covenants that are customary for a transaction of this nature and is subject to customary due
diligence and closing conditions and approvals, including approval of final lease and related
documents with HCN and approval of HCN’s lender, Freddie Mac. The Agreement provides for a 30-day
inspection period for identification by Company of certain cure items and for closing 30 days after
the end of the inspection period, subject to satisfaction of all conditions precedent.
The description of the Agreement set forth above does not purport to be complete and is
qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to
this Current Report on Form 8-K and incorporated herein by reference.
On June 28, 2010, the Company issued a press release announcing the entering into of the
Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
The information being furnished under this Item 7.01 and Exhibit 99.1 shall not be deemed
“filed” for purposes of Section 18 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.
In the press release, the Company’s management utilized non-GAAP financial measures, including
pro forma adjusted EBITDAR, adjusted CFFO, adjusted CFFO per share and other items. These non-GAAP
financial measures are used by management to evaluate financial performance and resource allocation
for its facilities and for the Company as a whole. These measures are commonly used as an
analytical indicator within the senior housing industry, and also serve as a measure of leverage
capacity and debt service ability. The Company has provided this information in order to enhance
investors overall understanding of the Company’s financial performance and prospects. In addition,
because the Company has historically provided this type of information to the investment community,
the Company believes that including this information provides consistency in its financial
reporting.
These non-GAAP financial measures should not be considered as measures of financial
performance under generally accepted accounting principles, and items excluded from them are
significant components in understanding and assessing financial performance. These measures should
not be considered in isolation or as an alternative to net income, cash flows generated by
operating, investing, or financing activities, earnings per share or other financial statement data
presented in the consolidated financial statements as an indicator of financial performance or
liquidity. Because these measures are not measurements determined in accordance with generally
accepted accounting principles and are thus susceptible to varying calculations, these measures as
presented may not be comparable to other similarly titled measures of other companies.
By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of
this information 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.