Sec Form 13D Filing - Arbiter Partners Capital Management LLC filing for SONIDA SENIOR LIVING INC. (SNDA) - 2021-11-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934 (Amendment No. 5)
 
Capital Senior Living Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
140475104
(CUSIP Number)
 
Joshua Musher,
530 Fifth Avenue, 20th Floor
New York, NY 10036
212-452-9119
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 3, 2021
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d-1(f) or 13d-1(g), check the following box:  ☒



SCHEDULE 13D
 
CUSIP No. 140475104
Page 2 of  6 Pages

1
NAMES OF REPORTING PERSONS
 
 
Arbiter Partners Capital Management LLC, 20-599-3147
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
None
 
 
 
 
8
SHARED VOTING POWER
 
 
604,876
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
None
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
604,876
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
604,876
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
9.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 

2

SCHEDULE 13D

CUSIP  No. 140475104
Page 3 of  6 pages

1
NAMES OF REPORTING PERSONS
 
 
Paul J. Isaac
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
US citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
8,944
 
 
 
 
8
SHARED VOTING POWER
 
 
604,876
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
8,944
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
604,876
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
613,820
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
9.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

3

Schedule 13D
Amendment No. 5
 
This Amendment No. 5 to the Statement on Schedule 13D filed on November 7, 2016 (this “Schedule 13D”), as previously amended on December 13, 2016, December 20, 2016, March 10, 2017 and October 8, 2021 relating to the common stock, $0.01 par value (the “Common Stock”), of Capital Senior Living Corporation, a Delaware company (the “Company”), is being filed by Arbiter Partners Capital Management LLC (“APCM”) and Paul J. Isaac.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 to this Schedule 13D is amended and restated as follows:
 
APCM serves as investment adviser to Arbiter Partners QP LP (“APQ”).  APQ and various accounts managed and/or administered by APCM have been purchasing shares in the issuer since March 2010. The total amount of funds used to purchase the shares is approximately $81 million.  The source of funds is the capital of APQ and the various managed and/or administered accounts.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 to this Schedule 13D is amended and restated as follows:
 
(a) – (b)  APCM may be deemed to own beneficially 604,876 shares of Common Stock, or 9.4% of the Common Stock outstanding.5  Of these shares, 581,615 or 9.0% are held by APQ, and the remainder are held in accounts managed and/or administered by APCM including accounts for the benefit of the family of Paul J. Isaac (the “Accounts”).
 
By reason of its position as investment adviser to APQ and as manager and/or administrator of the Accounts, APCM may be deemed to possess the power to vote and dispose of the shares of Common Stock held by APQ and the Common Stock held in the Accounts.  By reason of his responsibility for the supervision and conduct of all investment activities of APCM, Mr. Isaac may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by APCM.  In addition, Mr. Isaac directly owns 8,944 shares of Common Stock, including 748 restricted shares of Common Stock.
 
(c)          On November 3, 2021, the Company announced the closing of its previously announced financing transactions, including a Common Stock rights offering (the “Rights Offering”), which gave the holders of record of the Common Stock as of September 10, 2021 the right to purchase, at $30 per share, 1.1 shares of Common Stock for each share of Common Stock held. APQ subscribed for and acquired 170,001 shares of Common Stock in the Rights Offering. In addition, pursuant to the Rights Offering Backstop and Participation Agreement dated as of October 1, 2021, APQ agreed to backstop a portion of the Rights Offering through the purchase of additional shares of Common Stock if the Rights Offering were not fully subscribed (the “Backstop”). APQ subscribed for and purchased an additional 114,911 shares of Common Stock pursuant to the Backstop. In consideration for its backstop commitment, the Company issued to APQ as a premium an additional 17,292 shares of Common Stock.
 


5 Percentages of the shares of Common Stock outstanding reported in this Amendment No. 5 are calculated based upon 6,442,224 shares of Common Stock outstanding, calculated by adding the 2,190,599 shares of Common Stock outstanding as of August 10, 2021, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on August 13, 2021, plus the Common Stock issuances described in the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2021.

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(d)          The beneficial owners of the Accounts may be deemed to have the right to receive dividends from or the proceeds of sale of the securities in the Accounts.  None of such interests relates to more than five percent of the outstanding Common Stock.
 
(e)          Not applicable.
 
Item 7.
Material to Be Filed as Exhibits
 
Item 7 to this Schedule 13D is amended by adding the following Exhibits:
 
99.1.
Rights Offering Backstop and Voting Agreement, dated October 1, 2021, by and among the Company, APQ and Silk (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 1, 2021).
 
5

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:
November 12, 2021

 
ARBITER PARTNERS CAPITAL MANAGEMENT LLC
   
 
By: 
/s/ Joshua Musher
 
Name: Joshua Musher
 
Title:  Chief Operating Officer
   
 
Paul J. Isaac
 
/s/     Paul J. Isaac
 


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