SC 13D 1 tm2110137d2_sc13d.htm SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

 

 

Capital Senior Living Corporation

(Name of Issuer)

 

Common Stock, par value $0.01
(Title of Class of Securities)

 

140475203
(CUSIP Number)

 

Ortelius Advisors, L.P.

c/o Peter DeSorcy

450 Park Avenue, Suite 2700
New York, NY 10022
(917) 595-5010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 16, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

·The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No.  140475203

 

1

NAME OF REPORTING PERSONS

 

Pangaea Ventures, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

0

8

SHARED VOTING POWER

 

118,807

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

118,807

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

118,807

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7%

14

TYPE OF REPORTING PERSON

 

PN

     

 

 

 

1

NAME OF REPORTING PERSONS

 

Ortelius Advisors, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

0

8

SHARED VOTING POWER

 

118,807

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

118,807

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

118,807

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7%

14

TYPE OF REPORTING PERSON

 

IA

     

 

 

 

1

NAME OF REPORTING PERSONS

 

Peter DeSorcy

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨    (b)  ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

118,807

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

118,807

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

118,807

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7%

14

TYPE OF REPORTING PERSON

 

IN, HC

     

 

 

 

Item 1. Security and Issuer

 

This Schedule 13D relates to the common stock, par value $0.01 (the “Common Stock”), of Capital Senior Living Corporation, a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 14160 Dallas Parkway, Suite 300, Dallas TX, 75254.

 

Item 2. Identity and Background

 

(a) (f) This Schedule 13D is being filed on behalf of: (i) Pangaea Ventures, L.P., a Delaware limited partnership (“Pangaea”); (ii) Ortelius Advisors, L.P., a Delaware limited partnership (“OA”); and (iii) Peter DeSorcy (“Mr. DeSorcy”, and, together with Pangaea and OA, the “Reporting Persons”). OA is the investment manager of Pangaea. Mr. DeSorcy is the Managing Member of the general partner of OA, a Managing Member of OA, and has a controlling interest in OA, and, as a result, Mr. DeSorcy may be deemed to beneficially own the securities beneficially owned by Pangaea.

 

(b) The principal business addresses of each Reporting Person is 450 Park Avenue, Suite 2700, New York, NY 10022.

 

(c) The principal business of each Reporting Person is: Pangaea is a private investment vehicle; OA serves as the investment manager of Pangaea and other private investment vehicles; and Mr. DeSorcy is an investment professional and controls OA through ownership.

 

(d) (e) During the last five years, none of the Reporting Persons have: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)  See Item 6 of the respective cover page of each Reporting Person.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Pangaea has expended an aggregate of approximately $3.460 million of its investment capital to acquire the 118,807 shares of Common Stock beneficially owned by Pangaea.

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired the Shares (as defined below) over which they exercise beneficial ownership in the belief that the Shares are undervalued and an attractive investment opportunity. The Reporting Persons might seek to engage in discussions with the Issuer and the Issuer’s management and certain members of the board of directors of the Issuer (the “Board”), other shareholders of the Issuer and other interested parties on issues that relate to governance, strategy, capital structure, investment allocation, operations, and other matters with respect to the Issuer.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial performance and strategic direction, actions taken by the Board, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other equity, other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.

 

Item 5. Interest in Securities of the Issuer

 

(a) (b) As of the filing date of this Schedule 13D, the Reporting Persons, in total, beneficially own 118,807 shares of Common Stock (the “Shares”). The Shares represent approximately 5.7% of the Issuer’s outstanding Common Stock. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 2,084,596 shares of Common Stock outstanding as of December 11, 2020 as reported in the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 14, 2020. OA has voting and dispositive power over the shares of Common Stock held by Pangaea, and through ownership and control Mr. DeSorcy has voting and dispositive power over portfolios managed by OA.

 

 

 

 

(c) Set forth on Schedule A hereto are all transactions in the securities of the Issuer effected during the past sixty days by any Reporting Person, inclusive of any transactions effected through March 25, 2021.

 

(d) Other than Pangaea that beneficially holds shares of Common Stock of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The responses to Item 3, Item 4 and Item 5 and the information set forth in Schedule A of this Schedule 13D are incorporated herein by reference.

 

Joint Filing Agreement

 

Effective March 25, 2021 the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 1.

 

Derivative Transactions

 

The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 
Number
  Description of Exhibits
1   Joint Filing Agreement, by and among the Reporting Persons, dated as of March 25, 2021.

 

 

 

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.

 

  PANGAEA VENTURES, L.P.
     
  By: Ortelius Advisors GP I, LLC, its general partner
     
Date: March 25, 2021  
  By: /s/ Peter DeSorcy
    Name: Peter DeSorcy
    Title: Managing Member

 

Date: March 25, 2021 ORTELIUS ADVISORS, L.P.
     
  By: Ortelius Management, LLC, its general partner
     
 
  By: /s/ Peter DeSorcy
    Name: Peter DeSorcy
    Title: Managing Member

 

 

Date: March 25, 2021 /s/ Peter DeSorcy
  Peter DeSorcy

 

 

 

SCHEDULE A

 

This Schedule A sets forth information with respect to each purchase and sale of Shares which was effectuated by the Reporting Persons during the past sixty days, inclusive of any transactions effected through March 24, 2021. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Date of Transaction  Number of Shares Purchased (Sold)   Average Price per Share ($) 
January 25, 2021   3,228   $26.17 
January 26, 2021   20,000   $26.05 
January 27, 2021   1,832   $25.34 
January 28, 2021   2,896   $24.88 
January 29, 2021   3,348   $24.44 
February 2, 2021   5,400   $27.62 
February 3, 2021   2,132   $30.52 
February 10, 2021   11,600   $27.64 
February 11, 2021   6,000   $27.45 
February 12, 2021   2,700   $26.55 
February 18, 2021   2,709   $26.98 
March 9, 2021   650   $30.96 
March 11, 2021   8,378   $33.52 
March 12, 2021   700   $34.66 
March 15, 2021   6,978   $36.25 
March 16, 2021   25,494   $36.38 

 

 

 

INDEX TO EXHIBITS

 

Exhibit
Number
  Description of Exhibits
1   Joint Filing Agreement, by and among the Reporting Persons, dated as of March 25, 2021.