![]() ![]() Gently fold in the foam/milk to combine with hot coffee mixture.Result is spoonfuls of foam, plus warm milk to pour in your latte.Remove the lid, then microwave for a 30 seconds.Shake 2% milk in a jam / mason jar until it’s foamy.Add the hot coffee, caramel syrup, cinnamon syrup and brown sugar.This is why I am so happy to be able to share this copycat recipe with you, we have tried it and it passes his test! Not being able to go get him a Caramel Macchiato at midnight when he gets home from school and work made me sad because many times it was a treat that I knew he would appreciate. I have a Husband with a weakness, and though his weakness is not as bad as mine (at least shoes & purses can be worn) his weakness is still something that needs some type of intervention □ If you’re looking to bring in even more delicious flavors to this macchiato, then chocolate is always a great place to start! Add a drizzle of chocolate syrup, shaved chocolate, or a dusting of cinnamon when topping your drink for an even more decadent twist.Īlso, have you seen how many different flavors of coffee syrups there are? Try vanilla, hazelnut, or something seasonal, and discover a whole new drink to love.Copycat Starbucks Caramel Macchiato Recipe Strain the cold brew in the morning and pour it into a clean jar or container and keep refrigerated for up to a week. The best parts of the coffee will be drawn out into the water, including the caffeine, so the end product will be an almost sweet and not bitter coffee. ![]() Place the jar/container in the fridge and let it sit overnight. Follow the directions on the coffee container about how many tablespoons of coffee per cup of water and add the correct amount of coffee and water to a jar or other sealable container. ![]() To start, pick up a coarse ground coffee, which is not as fine as most ground coffee made for brewing in a coffee maker. Making your own cold brew at home is a snap, but be warned- you might get even more hooked on coffee after trying this! Peanut Butter Protein Balls make for a quick and filling breakfast or an afternoon pick-me-up treat- the perfect snack to have with your coffee!.You deserve a really delicious breakfast to have with that amazing drink, so be sure to grab a slice of Cinnamon Pecan Coffee Cake Loaf on your way out the door! First, drizzle the caramel sauce into the serving cup, on the bottom, and along the sides.Remove from microwave, secure lid, and pump the Frother 15 times. While coffee is brewing, place milk and caramel sauce into the glass jar of the Ninja Easy Frother. Once you whip up your own Copycat Starbucks Pink Drink or Copycat Starbucks Caramel Frappuccino you may never hit a coffee shop again! Other Recipes to Serve with Iced Caramel Macchiato Select the Cup size, press the Specialty Brew button. Whether you love to make your own cold brew or pick it up by the gallon at the store, you’ll see how quick it is to make this delicious drink, and you’ll never leave home without one again! Everyone is obsessed with Caramel Macchiato, and it’s so easy to see why- they are a coffee lovers’ dream with its rich coffee flavor that’s sweetened with caramel and whipped cream! Cold brew ice cubes are great to have on hand too, and are the secret to making this drink fast and tasty. ![]()
0 Comments
![]() ![]() ![]() “Our family of 4 (husband and wife, 2 boys, 8 and 6) stayed at this property. #12 Best Value of 1,564 places to stay in Washington DC. The location is excellent and it is very family friendly.Enter dates to see prices. ![]() 4014 currently Stopped near CHEYENNE, WY Last update: Tue Jun 06 14:12: Tracking for the Heritage Donation Special is not available. The engine had a normal career, however, when the end of steam came for the UP and 844 got retired in 1959 it was decided by the Union Pacific that the engine shall operate in excursions but it got derailed while trying to getting. J of 11 Failure Sequence Inservice failure of one tube in a firetube boiler is rather common, mostly caused by thinning of the tube wall in the tube sheet due to over-rolling due to poor workmanship or repeated rolling to stop tube leaks.Union Pacific 844 was the last steam locomotive for the Union Pacific Railroad by ALCO Locomotive Works in 1944. with this dumb dumb all it would have took is a simple stumble and he would be vaporizedUP #844 Boiler Tube Failure Report Hawaiian Steam Engineering Co. Southwest Virginia Railfan 2.3K subscribers Subscribe 1.1K 118K views 5 years ago I DO NOT OWN ANY OF THIS, ALL COPYRIGHTS, GO TO BA PRODUCTIONS.844 MAN THE 844. There will also be some articles available at http:\\/ 52:04 Documentary on Union Pacific 844. Kratville, published by Kratville Publications (1st edition 1967) and available from (ASIN: B0007EME4Y). There will also be some articles available at http:\\the class, UP 844, so for further information on the prototype, I recommend reading some of those - in particular, the book "The Mighty 800" by William. En.of the class, UP 844, so for further information on the prototype, I recommend reading some of those - in particular, the book "The Mighty 800" by William. In this video we will highlight the fabrication process of UP 844's stainless steel side rods. Welcome back to Building UP 844 here on The Steam Channel. Please help fund the T-1 Trust! They are a wonderful organization, building an advanced new 4-4-4-4 T-1 steam locomo.We know many of you miss seeing our steam locomotives almost as much as our Steam Team misses bringing No. The railroad states it believes more than 1 million folks came out to see the huge steamer during its tour across the west and Midwest. Following the overhaul, it has been reported that almost everything below the running boards was either replaced, or reconditioned.4-8-8-4 #4014 The Big Boy quickly stole the show when it paraded around Union Pacific's system throughout 2019 following a multiyear rebuild. UP 844 was out of service from September 1991 to September 20, 1996, for an overhaul which included work mostly on the running gear. 4014 following the Big Boy's restoration. That title has transitioned to Big Boy No. It is one of 105 Challengers built for Union Pacific between 19 and was, for many years, the only operating engine of its class in the world – the largest and most powerful operating steam locomotive. It wasn't until we were in Southwestern Kansas that I learned that ALCO is a chain of what appear to be discount stores. One thing about the UP schedule that kinda flummoxed me in the beginning was the notation at Dalhart that it would be behind "ALCO". Finally caught up with 844 after putting in over 2K miles.With comprehensive contact information for more than 250 million individuals, plus spam caller information, every 3 seconds a user finds the information they need on Whitepages. Whitepages has been the leader in accurate phone number, address, and other contact data since 1997 and is widely recognized as the best reverse phone lookup available. ![]() ![]() ![]() And the significantly enhanced Software Updater helps you update your programs to their latest versions at the earliest time. The optimized Turbo Boost can intelligently stop the unnecessary startup items, apps, and services to further accelerate your PC. The improved Performance Monitor helps you monitor your PC’s RAM/CPU/Disk usage, CPU/GPU/Mainboard temperature, and fan speed in real time, and lets you quickly end the processes with high RAM/CPU/Disk usage to speed up your PC. ![]() The greatly enhanced Junk File Clean and Privacy Sweep can clean up junk files and privacy traces more deeply and thoroughly. Last, the new System Protection, Browser Protection, and Private Data Protection provide you with the one-stop comprehensive protection against viruses, spyware, phishing scams, cryptocurrency mining attacks, suspicious emails, homepage & search engine modifications, annoying ads, unauthorized accesses to your sensitive data, digital fingerprint being stolen, and other online risks.īesides these new features, Advanced SystemCare also improves almost all modules. Second, the new Startup Optimizer greatly enlarges the startup database to ensure overall management of all startup items for faster PC bootup. First, the new AI Mode can intelligently clean and optimize your PC based on how you cared your PC. Besides, Advanced SystemCare 15 adds many new features to further optimize and secure your PC. ![]() With a brand-new UI, the new version Advanced SystemCare 16 is easier to use, delivering a more intuitive interaction experience than ever. The powerful 1-click approach helps you easily clean up junk files, leftovers, and invalid shortcuts, sweep privacy traces, remove spyware, accelerate Internet speed, update outdated programs and drivers, fix disk errors, system weaknesses, and security holes, and enable antivirus & firewall protections. NOTE: The Pro version is activated with the provided giveaway license.Īdvanced SystemCare is an all-in-one yet easy-to-use software to clean, optimize, speed up, and protect your PC and privacy. ![]() ![]() In the video tab ensure it shows copy not convert and in the audio tab select the audio format you wish to convert the DTS track to (I'd suggest AC3 5.1 640kbps or AAC Stereo 320kbps). Load in an MKV file, select MKV as your output profile. My guess would be to try constant quality RF23 or RF25 and see what you think after comparing them with the WMV files. Handbrake can't do that, use XMedia Recode. Maybe grab a copy of MediaInfo and import your WMV file and post a screenshot of what you have so we can see the video file properties. ![]() Im not sure what constant RF setting you would use for converting wmv to Avi, but what Avi are you outputting to, if i was you, try h264 in an mp4 container, it has excellent player support.ītw, what resolution, video bitrate, and audio has your WMV source files got ? I now convert to 720/50p mp4 using RF18 in handbrake, and RF23 in XMedia. I believe XMedia uses the ffmpeg x264 encoder where handbrake doesnt, meaning the constant RF settings will be different. With handbrake i can set a constant RF quality of 20 and i get 6Mbps average, if i use RF20 in XMedia my same file is 9Mbps, so i adjust the XMedia RF to 25 and i get almost the same 6Mbps result as handbrake. I am converting 1080/50p m2ts to 720/50p mp4 but it is still relevant. Usually commercial software or games are produced for sale or to serve a commercial purpose.Hi, i have been using XMedia myself trying to compare to handbrake, and i noticed one thing with quality preset. Even though, most trial software products are only time-limited some also have feature limitations. After that trial period (usually 15 to 90 days) the user can decide whether to buy the software or not. Trial software allows the user to evaluate the software for a limited amount of time. Demos are usually not time-limited (like Trial software) but the functionality is limited. For example, when transcoding video you have the option of adjusting between constant and variable framerate, adjusting average bitrate and constant quality, having 2-pass encoding or not, as well as tinkering with encoder specific options, and many, many, many more options. In some cases, all the functionality is disabled until the license is purchased. Although HandBrake is pretty straightforward to use, you can adjust pretty much any aspect of your conversion if necessary. Demoĭemo programs have a limited functionality for free, but charge for an advanced set of features or for the removal of advertisements from the program's interfaces. In some cases, ads may be show to the users. To do this, enter the duration, audio bitrate and target size, and press the Video from time,size,audio button. Basically, a product is offered Free to Play (Freemium) and the user can decide if he wants to pay the money (Premium) for additional features, services, virtual or physical goods that expand the functionality of the game. The classic use case is to determine the required video bitrate to fill a fixed-size medium like a CD-R or DVD+R, given a fixed audio bitrate and movie duration. ![]() ![]() And When I try to encode, the program crashes. No Size or anything is shown in the Bitrate Calculator. When i open the mkv, this is how it looks. This license is commonly used for video games and it allows users to download and play the game for free. 26th Apr 2011 05:02 1 thezanny Member Mar 2011 Colombo I use a windows 64bit server and I wanted to encode some video files. There are many different open source licenses but they all must comply with the Open Source Definition - in brief: the software can be freely used, modified and shared. ![]() Programs released under this license can be used at no cost for both personal and commercial purposes. Open Source software is software with source code that anyone can inspect, modify or enhance. Freeware products can be used free of charge for both personal and professional (commercial use). Freeware programs can be downloaded used free of charge and without any time limitations. ![]() ![]() Continued abuse of our services will cause your IP address to be blocked indefinitely. Please fill out the CAPTCHA below and then click the button to indicate that you agree to these terms. If you wish to be unblocked, you must agree that you will take immediate steps to rectify this issue. If you do not understand what is causing this behavior, please contact us here. If you promise to stop (by clicking the Agree button below), we'll unblock your connection for now, but we will immediately re-block it if we detect additional bad behavior. Anunciado Civilization Revolution 2 Plus, que llegará a PS Vita en diciembre. Overusing our search engine with a very large number of searches in a very short amount of time Hi, I’m Joe Faulstick from 2K and I’m excited to officially reveal that we’ve been working hard on bringing a great, strategic experience to PS Vita on December 3 with Sid Meier’s Civilization Revolution 2 Plus.Guide is looking good, will bookmark it for future use. 200 hours Well, I've played worse grinds on Vita. I don't mind a grind, as long as I'm having fun. Using a badly configured (or badly written) browser add-on for blocking content Looking forward to this game, I played the demo back on PS3 a few years ago and was totally hooked.Running a "scraper" or "downloader" program that either does not identify itself or uses fake headers to elude detection.Using a script or add-on that scans GameFAQs for box and screen images (such as an emulator front-end), while overloading our search engine.There is no official GameFAQs app, and we do not support nor have any contact with the makers of these unofficial apps. Continued use of these apps may cause your IP to be blocked indefinitely. This triggers our anti-spambot measures, which are designed to stop automated systems from flooding the site with traffic. Some unofficial phone apps appear to be using GameFAQs as a back-end, but they do not behave like a real web browser does.Using GameFAQs regularly with these browsers can cause temporary and even permanent IP blocks due to these additional requests. Además te mostramos qué es lo que tienes que hacer para conseguirlos todos y cuantos de. ![]() Aquí encontrarás el listado completo con todos los trofeos de platino, oro, plata y bronce que existen para Sid Meiers Civilization Revolution 2 Plus en PSVITA.
![]() ![]() One interesting caveat with the HDMI port, it is limited to 2.0 instead of using the more capable 2.1 standard.ġ external display with up to 6K resolution at 60Hz The M1 Pro supports up to 2 6K displays at 60Hz and the M1 Max offers support for 3 6K 60Hz displays plus 1 4K 60Hz display. Apple has included an HDMI port, SDXC card reader, and the return of MagSafe (officially called MagSafe 3).Īpple has also done away with the Touch Bar and with the compromise of more ports overall, there are 3 Thunderbolt 4/USB-C 4 ports instead of 4.Īnother big benefit of the M1 Pro and M1 Max is external display support. MacBook Pro vs – I/O comparisonĪnother big change with the 2021 MacBook Pro notebooks is the return of legacy I/O. But unlike the iPhone, the notch doesn’t include Face ID hardware/support on the latest MacBook Pro notebooks.īut all-in-all you’re getting much slimmer bezels around the whole perimeter. Notably, the new MacBook Pros come with a notch at the top center of the display for the 1080p FaceTime camera. It features double the sustained brightness via mini-LED backlighting, ProMotion with up to 120Hz refresh rates, an increased resolution/pixel per inch density, and greatly reduced bezels. MacBook Pro vs – Display comparisonĪ major advancement with both of the new MacBook Pro notebooks is the Liquid Retina XDR Display. If not, the M1 Pro should be plenty powerful. If having the maximum GPU power for your workflow is a priority (including support for 4 external displays vs 2), you’ll want to upgrade to the M1 Max. But that’s supercharged with the M1 Max with double the ProRes encode and decode engines and double the video encode engines. ![]() Overall, here’s a closer look at what you get with the M1 Pro and M1 Max:īoth the M1 Pro and M1 Max feature media engines to offer hardware-accelerated H.264, HEVC, ProRes, and ProRes RAW support. And the M1 Pro has 200GB/s memory bandwidth (still double the 100GB/s on the M2 chip).Īpple hasn’t shared detailed performance differences by percentage between the M1 Pro/Max and the M2 but even though the latter is newer, the M1 Pro/Max remain considerably more capable.īeyond that, Apple says the M1 Max offers 4x faster GPU performance than the M1 and comes with an incredible 400GB/s memory bandwidth which is 4x greater than the M2.īoth the M1 Pro and M1 Max feature up to 10-core CPUs made up of 8 performance cores and 2 efficiency cores (base model 14-inch with M1 Pro has an 8-core CPU). There’s a lot to take in but for starters, Apple says the M1 Pro offers 70% faster performance than the M1 and 2x faster GPU performance than the M1. MacBook Air vs Pro: What’s the best pick?ġ4 and 16″ MacBook Pro vs the others MacBook Pro vs – Hardware comparison.Other additions see a 1080p webcam, Liquid Retina XDR Display with mini-LED backlighting, updated I/O array with HDMI, SD, and MagSafe returning, and much more.īelow we’ve got the 14 and 16-inch MacBook Pro notebooks in the middle columns throughout the comparison with the 2022 13″ MacBook Pro on the far left and 2019 Intel 16-inch MacBook Pro on the far right for perspective and just in case you’re tempted by discounted/refurbished pricing.Įven though the 13″ MacBook Pro was updated with the M2 chip in 2022, it’s still a much less capable machine than the 14 and 16″ M1 Pro/Max models from 2021.Īnd if you’re on the fence between the 14-inch MacBook Pro and the MacBook Air, check out our detailed comparison. That includes RAM up to 64GB, CPUs with up to 10-cores, and GPUs with up to 32-cores. 14 and 16″ MacBook Pro vs others wrap-upĪpple impressed with the M1 MacBook Pro, Air, and Mac mini in late 2020 and the next-level Pro notebooks that landed in late 2021 feature the M1 Pro and M1 Max chips. ![]() ![]() ![]() Sounds can range in size, from zinging metal clashing to display the sheer force of warriors’ swords to frantic keyboard taps in an angry office email rant. ![]() Highlight action: Certain sounds emphasize movement and action in a scene, and can intensify the impact of a particular motion.Here are several ways that sound effects make films compelling and entertaining: Sound editors use effects to fill gaps that aren’t captured on the set and increase the quality of production. Dialogue provides direct context, while music and sound effects work together to establish a mood and sense of reality. ![]() There are three types of sound in film: dialogue, music, and sound effects. How do movie sound effects impact the viewing experience? This article explores how sound effects impact the viewing experience, how filmmakers create sound effects, how to incorporate sound effects into a movie, and highlights iconic examples of sound effects from award-winning films. Sound effects strengthen the production and create a realistic – or artificially designed – setting in which characters exist. Would the audience sense the magnitude of a boxer’s vicious uppercut without the deafening thump of a thunderous blow? A camping scene won’t convince viewers they are deep in the woods without crickets chirping, leaves rustling, or mosquitos buzzing. Often overlooked in filmmaking, sound design composes the auditory soundscape that convinces viewers they are living in that universe for the entire movie. Crystal video and radiant special effects captivate the audience, pulling them into the cinematic universe. What’s the first thought that comes to mind when you think about movies? Casual movie-goers (and many film buffs) likely respond visually – watching a film. ![]() ![]() ![]() The busty brunette penned the 62-page tome to shed light on the wants and needs of a middle-aged MILF for romantically interested young men. “You can come help me clean up my yard - that’s sexy for a grown-up woman!” suggested the amorous author. James advises the single men to “play on their strengths” by doing domestic chores on early dates. James said most MILFs already have busy lives, with kids, pets and aging parents.Īdditionally, MILFs are often interested in having a young stud help out around the house, so St. Meanwhile, younger men wooing a woman more than twice their age should make clear that they know they won’t always be the center of attention. Secondly, the OnlyFans content creator said honesty and transparency are paramount from the outset, as no older woman wants a man to “ghost her.” The middle-aged mama was left stunned when she learned that most of her OnlyFans subscribers were decades younger than she was. ![]() ![]() “We still want to be told that we’re beautiful and desirable,” St. The first is not to fetishize the female prospect for her mature age - and instead treat them like any other woman. James said she has five main tips for toyboys on the lookout for a date with a MILF. “They kept saying, ‘I would like to be in a relationship with an older woman,’ and I realized I should write a book about this. “It’s commonly 24, 25-year-olds, and they love the idea of an older woman,” the single mom-of-one said, adding that one of her subscribers is age 19. The result is a new 62-page tome, titled “How to Date Hot Older Women: The Ultimate Guide to Dating Older Women by a Mature Model,” available on Amazon. The busty brunette said she was contacted by many of her admirers, saying they fantasized about being with a MILF - so she decided to compile her top tips. “I can still be sensual, I can still be sexual, I can still be considered hot at almost 55 - and I don’t have a perfect body.” “It makes me proud to be a woman that can be looked up to,” the middle-aged mama said in an interview with South West News Service. James started a raunchy OnlyFans account last year and was left stunned when she learned that most of her subscribers were decades younger than she was. Miley Cyrus’ brother Trace doubles down on OnlyFans rant in spat with ‘Teen Mom’ star Farrah AbrahamĪ 54-year-old mother from Chicago has written a book for young men looking to land themselves a MILF - after realizing males in their 20s were secretly lusting after women more than double their age.Įlaina St. I’m taking boyfriend applications -I’ve already got 3,000 candidatesĪussie influencer, OnlyFans star ‘dying to go home’ from 3-month European vacation: ‘Not all it’s cracked up to be’ She has the right to her personal freedom and expression of her individuality in any form, including through her appearance and clothing, and no stereotypes or expectations should limit her choices.Lefty NY state senator follows dozens of porn and OnlyFans stars on TikTok In addition, it is important to remember that a woman is not obliged to satisfy the desires of other people and comply with the norms that are imposed on her by society or culture. Therefore, if a girl decides to post pictures of herself in bikini swimsuits, she should take appropriate precautions and make sure she does so in a safe environment and in accordance with social norms and rules. However, it is important to remember that posting photos on public social media may come with certain risks, such as breaching personal security or protecting personal information. In addition, nowadays social media plays an important role in the lives of many people, including the distribution of their photos, including in bikini swimsuits. ![]() Some women can actually feel satisfied with pictures of their appearance, including in bikini swimsuits. The desire to show their femininity and beauty is normal and natural for many women. ![]() ![]() It is necessary to purchase a new licence key from Redfox for the new version (available for 1, 2 and 3 years of support and updates or for 'lifetime'). SlySoft licence keys valid for previous versions (V7.6.9.5 and earlier), including "Free updates until: Forever" keys will not work with the new version. AnyDVD HD has since version 6.4.6.2, August 22, 2008, included the ability to rip movies to an ISO format.įollowing the resurrection of AnyDVD (HD) in the Redfox guise, AnyDVD was released in a new version (V8.0.1.0) on. On March 19, 2008, SlySoft released version 6.4.0.0 of AnyDVD HD, which removes BD+ as well. By bypassing these methods AnyDVD can provide clean, distortion-free playback and ripping. Intentional tracking errors in the audio may also be discovered, for example, those errors involved with key2AudioXS, which may cause major skipping distortions in the ripped audio tracks. This allows audio tracks to be directly accessed on the system for direct playback and for access by CD extraction software. In the case of Blu-ray Discs, it also supports region code removal (HD DVD has no region code).īesides dealing with DVD copying issues, AnyDVD can also work in the background to automatically detect and remove additional data sessions contained on Audio CDs which contain copy-prevention measures. When the HD part of the software is enabled it permits access to HD DVDs and Blu-ray Discs, including decryption of AACS encrypted discs. AnyDVD and AnyDVD HD are in fact the same piece of software, but the license key determines whether the HD aspects of the software are available to the user. On February 17, 2007, SlySoft released AnyDVD HD. It ensures strict compliance with third-party tools, particularly DVD Shrink and Nero Recode.Īdvanced technical characteristics As of version 6.1.4.3, AnyDVD has a revised ripper that removes Sony ARccOS Protection, Macrovision RipGuard, and other structural preventions and repairs both intentional and unintentional mastering errors. Old versions used a ripper based on FixVTS, but FixVTS was shut down by legal threats from Sony in June 2007. The ripper module is based on code from Elby's CloneDVD. AnyDVD is also able to remove copy-prevention from audio CDs. Analog prevention distorts the video signal to prevent high quality copying from the output. In addition to removing digital restrictions, AnyDVD will also defeat Macrovision analog copy prevention. The AnyDVD program runs in the background, making discs unrestricted and region-free. ![]() With an upgrade, it will also do the same for HD DVD and Blu-ray Disc. 8.6.4.0 (9 February 2023 6 months ago ( 9 February 2023)) ĪnyDVD is a device driver for Microsoft Windows which allows decryption of DVDs on the fly, as well as targeted removal of copy preventions and user operation prohibitions (UOPs). ![]() ![]() It is advisable for the Buyer to consult us nearer the time of the auction for any updates or revisions to pre-sale estimates.Ĥ. Estimates printed in the sale catalogue are prepared some time before the sale and may be altered by announcement prior to the auction. Pre- sale estimates do not include the Buyer's Premium or VAT. The lower estimate may represent a reserve price which we have agreed with the Seller. The actual Hammer Price realised at auction may be higher or lower than the pre- sale estimate. Pre-sale estimates are intended as a guide to help Buyers gauge approximate prices for the purchase of a particular lot. If a Buyer purchases at auction, the contract of sale is made directly between the Buyer and the Seller.ģ. As auctioneers we act as agent for the Seller whose identity, for reasons of confidentiality, is not normally disclosed to the Buyer. Please refer to clause 1 of the Conditions of Sale if you are unsure about the meaning of a defined term.Ģ. Our staff will be happy to help you if there is anything you do not fully understand. Buyers should carefully read the Conditions of Sale and Terms of Consignment for Sellers prior to bidding at auction, as Bidders and Buyers will be deemed to have accepted these terms and conditions once a bid has been placed. All sales are governed by our printed Conditions of Business, including the Information for Buyers, Conditions of Sale, and the Terms of Consignment for Sellers, which are readily available for inspection in our printed catalogues or in our saleroom. The following informative notes are intended to assist Bidders and Buyers and form part of our Conditions of Business. The New York City-based firm indicated it intends to vote in favor of the capital raise, and subscribe in the rights offering.Īs of July 22, Capital’s portfolio includes 75 communities in 18 states, serving over 7,000 seniors.1. One shareholder that is in favor of the agreement with Conversant is Arbiter Partners Capital Management, which owns almost 14% of common stock. “We believe there are other stockholders like Ortelius who not only oppose this transaction, but also stand ready, willing and able to assist the Company with its near-term capital needs and other strategic initiatives in light of the Company’s tremendous long-term potential,” he said. ![]() Ortelius believes that Capital is not acting in the best interests of all stockholders, especially as Lody stressed to investors during its Q1 2021 earnings call that pressures stemming from Covid-19 are easing, and the company is well-positioned for growth through new programs and rate growth in its communities. If the agreement is approved, Conversant will have the right to designate a pro rata number of directors (rounded to the nearest whole number) for nomination to the board, and for so long as the company beneficially owns at least 20% of the common stock on an as-converted basis, will be entitled to designate the board’s chairperson.The accordion provided by Conversant is to be funded through the issuance of additional preferred stock to Conversant.A $17.3 million promissory note provided by Conversant as interim debt is attached with a headline interest rate of 15% and approximately $2.3 million earmarked to pay Conversant’s costs and expenses, and with a payment premium to give Conversant a capital return of 1.05x to 1.20x on top of accrued interest.Other issues he raises with the agreement include: Since the deal was announced on July 22, Capital Senior Living stock has fallen 40% in trading, and is currently valued at $25.99 per share, which DeSorcy notes in his letter is a discount to the company’s underlying assets. The company did not respond to a request for comment from SHN for this article. ![]() |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |