13D Filing: Radix Partners LLC Releases Presentation on Capital Senior Living Corp (CSU)

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2015, and Amendment No. 1 thereto, filed with the SEC on December 10, 2015, on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Capital Senior Living Corporation, a Delaware corporation (the “Issuer”).

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is amended and restated in its entirety as of the date hereof:

The Reporting Persons expended an aggregate amount equal to $42,384,654 (including commissions) to purchase 1,846,297 shares of Common Stock. The shares of Common Stock owned by HCRE were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

Item 4.

Purpose of Transaction

Item 4 is amended and supplemented to add the following information for updating as of the date hereof:

(a)-(j) On January 25, 2016, the Reporting Persons released (i) an investor presentation, available at www.UnlockCSUValue.com, detailing their views on the opportunities to realize shareholder value at the Issuer and (ii) a related press release. The release of the presentation follows the Issuer’s failure to retain a qualified financial advisor to explore strategic alternatives by January 15, 2016, as requested in the Reporting Persons’ public letter to the Issuer calling on the Issuer to sell itself, which was previously filed on December 10, 2015. In the presentation, the Reporting Persons emphasize the valuation gap from which the Issuer suffers and call for the Issuer to retain a nationally recognized investment bank to explore a sale to a third party that appreciates its true value. To best guide this process, the presentation calls for the formation of a special committee of independent directors with financial backgrounds. The foregoing descriptions of the presentation and press release are qualified in their entirety by reference to the presentation and the press release, which are attached hereto as Exhibit 3 and Exhibit 4, respectively, and are incorporated herein by reference in their entirety.

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and supplemented to add the following information for updating as of the date hereof:

(a), (b) HCRE beneficially owns in the aggregate 1,846,297 shares of Common Stock. Each of Radix, Mr. Packwood and Mr. Tanger may be deemed to beneficially own the shares of Common Stock owned by HCRE. Based upon a total of 29,518,876 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2015, the Reporting Persons’ shares represent approximately 6.255% of the outstanding shares of Common Stock. Each of Radix, Mr. Packwood and Mr. Tanger disclaim beneficial ownership of the shares of Common Stock held by HCRE.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock since the filing of Amendment No. 1 to Schedule 13D, all of which were brokered transactions made on the open market, are set forth below.