Business Context and Reporting Period
This Form 8-K, dated February 13, 2026, is a Current Report filed by Sonida Senior Living, Inc. (SNDA) regarding the proposed merger with CNL Healthcare Properties, Inc. (CHP). The filing serves as a voluntary supplement to the Definitive Proxy Statement following the filing of two shareholder lawsuits and demand letters alleging disclosure deficiencies. The filing does not alter the transaction consideration or the date of the special stockholder meeting, scheduled for February 26, 2026.
Key Financial Metrics and Projections
The filing provides unaudited prospective financial information for standalone SNDA and valuation multiples used in the financial advisor's opinion. Historical revenue, profit, or cash flow data for the current period is not included in this specific filing.
Standalone SNDA Projections (2025E–2030E)
| Year | Revenue ($M) | EBITDA ($M) | Adjusted EBITDA ($M) | Unlevered FCF ($M) |
|---|---|---|---|---|
| 2025E | 334.6 | 44.4 | 53.3 | — |
| 2026E | 365.9 | 64.6 | 74.1 | 44 |
| 2027E | 393.3 | 79.5 | 88.8 | 57 |
| 2028E | 419.9 | 93.1 | 102.3 | 67 |
| 2029E | 438.0 | 99.3 | 108.5 | 71 |
| 2030E | 454.2 | 104.9 | 114.3 | 75 |
Valuation Multiples (CY2026 Estimates)
CHP Selected Companies: FFO multiples ranged from 17.8x to 22.2x; AFFO from 21.1x to 24.9x; EBITDA from 18.1x to 20.1x.
SNDA Selected Companies: FFO multiples ranged from 19.7x to 30.5x; AFFO from 24.0x to 35.0x; EBITDA from 14.1x to 28.8x.
Material Changes and Disclosures
The filing amends the Definitive Proxy Statement to include the following material details:
- Confidentiality Agreements: Disclosed 12-month standstill provisions with "don't ask, don't waive" clauses in agreements signed on April 4, 2025 (CHP info) and June 15, 2025 (SNDA info).
- Financial Advisor Methodology: Clarified that no company in the analysis is identical to SNDA or CHP. Disclosed specific ranges for perpetuity growth rates (3.0%–4.5%) and discount rates (8.5%–10.0%) used in Discounted Cash Flow (DCF) analyses.
- Advisor Compensation: Revealed that RBC Capital Markets received approximately $8 million in aggregate fees over the preceding two years for services unrelated to the transaction, including acting as a bookrunner for a follow-on offering and as a lender to SNDA and a Conversant portfolio company.
- NOL Utilization: Added a projection table showing SNDA's expected utilization of net operating losses from 2026 through 2035, starting at $0.0 million in 2026 and rising to $27.1 million by 2034.
Guidance, Outlook, and Risks
Management maintains its recommendation that stockholders vote "FOR" the merger proposals. The filing explicitly states that the supplemental disclosures are made voluntarily to mitigate litigation risks and do not constitute an admission of liability or wrongdoing. The Board denies the allegations in the shareholder lawsuits (Williams v. Sonida and Ballard v. Sonida) and demand letters.
Key risks highlighted include the potential for litigation to delay or prevent the transaction, failure to obtain requisite stockholder approvals, and the inability to secure equity financing. The filing includes standard forward-looking statement disclaimers regarding economic conditions and integration risks.
Investor Verification Checklist
- Merger Timeline: Verify the status of the special stockholder meeting scheduled for February 26, 2026, and whether the litigation has resulted in an injunction.
- Valuation Fairness: Review the full Definitive Proxy Statement to compare the disclosed valuation multiples against the final offer price per share.
- Advisor Independence: Assess the impact of the $8 million in prior fees paid to RBC Capital Markets on the fairness opinion provided.
- Financial Projections: Compare the unaudited prospective financial information (Revenue, EBITDA, FCF) against historical performance and analyst consensus.
- Legal Proceedings: Monitor court filings in the Supreme Court of the State of New York (Cases No. 650669/2026 and No. 650590/2026) for updates on the shareholder lawsuits.