SNDA

Business Context and Reporting Period

Company: Sonida Senior Living, Inc. (SNDA)
Filing Type: Form 8-K (Current Report)
Date of Report: November 4, 2025
Event: Entry into a Material Definitive Agreement (Merger Agreement) with CNL Healthcare Properties, Inc. (CHP). Sonida has agreed to acquire 100% of CHP through a forward merger.

Key Financial Metrics and Transaction Structure

Consideration for CHP Shareholders:

• Cash Component: $2.32 per share of CHP common stock.
• Stock Component: Number of Sonida shares equal to $4.58 divided by the volume-weighted average trading price of Sonida stock during a measurement period.
• Collar: The stock component is subject to a collar of 15% below and 30% above the Transaction Reference Price of $26.74.

Financing Arrangements:

• Equity Financing: Committed aggregate amount of $110,000,017.12 from affiliates of Conversant Capital LLC and Silk Partners, L.P. in exchange for 4,113,688 shares of Sonida Common Stock at the Transaction Reference Price.
• Debt Financing: Debt commitment letter for a $900,000,000 364-day senior secured bridge loan and an increase in the revolver facility from $150,000,000 to $300,000,000.

Termination Fees:

• CHP Termination Fee: $30,000,000 payable by CHP to Sonida under specific termination scenarios (e.g., superior proposal, withdrawal of recommendation).
• Sonida Termination Fee: $30,000,000 payable by Sonida to CHP if Sonida withdraws its recommendation prior to stockholder approval or fails to obtain stockholder approval.
• Security: Each party has provided a $15,000,000 letter of credit to secure these obligations.

Financial Performance Metrics:

The filing text does not provide specific revenue, profit, cash flow, margin, or liquidity figures for the reporting period. This document focuses exclusively on the terms of the merger agreement and financing.

Material Changes and Strategic Actions

Merger Structure: CHP will merge into a wholly-owned subsidiary of Sonida (SNDA Merger Sub), with Sonida indirectly acquiring 100% of CHP.
Charter Amendment: Sonida intends to amend its Certificate of Incorporation to increase authorized shares to accommodate the issuance of stock to CHP shareholders and new equity investors.
Board Composition Changes:

• Upon closing, Stephen H. Mauldin and one additional CHP-designated director will join the Sonida Board.
• Conversant entities expect to appoint Michael Simanovsky as Chairperson, alongside existing designees Robert Grove and Benjamin P. Harris.
• Elliott R. Zibel and David W. Johnson are expected to step down from the Board upon closing.

Voting Support: Entities affiliated with Conversant, holding approximately 52.6% of Sonida's voting power, have entered into a Voting Agreement to support the merger and related charter amendments.

Guidance, Risks, and Contingencies

Conditions to Closing:

• Approval by a majority of CHP stockholders.
• Approval by Sonida stockholders for the stock issuance and charter amendment.
• Receipt of regulatory approvals and absence of material adverse effects.
• Effectiveness of Sonida's Form S-4 registration statement.
• Consummation of the Equity Financing (condition for CHP's obligations).

Key Risks and Contingencies:

• Termination Risk: The agreement may be terminated if the transaction is not consummated by May 29, 2026 (Outside Date), or if regulatory approvals are denied.
• Financing Risk: While debt financing is not a condition to closing, the Equity Financing is a condition for CHP's obligations.
• Market Risk: The final stock consideration is variable based on Sonida's trading price, subject to the defined collar.
• Integration Risk: Management attention may be diverted from ordinary operations to complete the transaction.

Management Commentary: The Sonida Board unanimously determined the transaction is advisable and in the best interests of stockholders. A Special Committee of independent directors approved the financing terms as no less favorable than those obtainable from third parties.

Investor Verification Checklist

• Stockholder Approval: Verify the outcome of the required votes by both Sonida and CHP stockholders.
• Financing Confirmation: Confirm the closing of the $110 million equity financing and the drawdown of the $900 million bridge loan.
• Regulatory Status: Monitor for any regulatory approvals or injunctions that could delay or block the merger.
• Form S-4 Filing: Review the upcoming joint proxy statement/prospectus (Form S-4) for detailed financial data and risk factors not present in this 8-K.
• Termination Fee Security: Verify the status of the $15 million letters of credit provided by each party.
• Board Composition: Confirm the final appointment of new directors and the resignation of outgoing directors upon the effective time of the merger.