Capital Senior Living Corporation
20211013162112202 in a SC 13D/A on 10/12/2021   Download
SEC Document
SEC Filing
Item 4.Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On October 8, 2021, OA submitted a books and records request (the “Books and Records Request”) pursuant to Section 220 of the Delaware General Corporation Law in order to gather information regarding potential mismanagement, breaches of fiduciary duty and/or malfeasance by the Issuer’s management and/or members of the Issuer’s Board of Directors (the “Board”), including the Transaction Committee of the Board, and potential breaches of the duty of disclosure, in connection with the Issuer’s (i) review of potential capital raising and other financing alternatives from 2019 to 2021, (ii) entry into various transactions with affiliates of Conversant Capital LLC, Silk Partners, LP, and Arbiter Partners QP, LP, and others, and (iii) solicitation of stockholder votes relating to such transactions and related agreements at the Issuer’s special meeting of stockholders scheduled for October 22, 2021 (the “Special Meeting”). As set forth in the Books and Records Request, OA believes that the Issuer’s public disclosures regarding these matters are significantly misleading, and omit material information necessary for stockholders to make an informed decision with respect to the Company’s proposals at the Special Meeting and to determine whether the Issuer’s directors have properly observed their fiduciary duties. The full text of the Books and Records Request is attached hereto as Exhibit 99.1 and is incorporated herein by reference.