INTRODUCTORY NOTE
As previously announced, on November 4, 2025, Sonida Senior Living, Inc., a Delaware corporation (the “Company” or “SNDA”), SSL Sparti LLC, a Delaware limited liability company and a wholly owned subsidiary of SNDA (“Holdco”), SSL Sparti Property Holdings, Inc. (f/k/a Sparti Merger Sub, Inc.), a Maryland corporation and a wholly owned subsidiary of Holdco and an indirect wholly owned subsidiary of SNDA (“SNDA Merger Sub”), CNL Healthcare Properties, Inc., a Maryland corporation (“CHP”), and CHP Merger Corp., a Maryland corporation and a wholly owned subsidiary of CHP (“CHP Merger Sub”) entered into a definitive agreement and plan of merger (the “Merger Agreement”). The Merger Agreement provides that, among other things and subject to the terms and conditions thereof, (i) on the first closing date, (a) CHP will sell to SNDA Merger Sub equity interests in certain CHP subsidiaries (the “Equity Purchase”) in exchange for shares of common stock, $0.01 par value per share, of SNDA (“SNDA Common Stock”), (b) CHP Merger Sub will merge with and into CHP, with CHP continuing as the surviving entity (the “First Merger”), and (c) CHP will adopt a plan of liquidation substantially concurrently with the effective time of the First Merger (the “First Merger Effective Time”), and (ii) on the second closing date, CHP will merge with and into SNDA Merger Sub (the “Second Merger” and, together with the Equity Purchase and the First Merger, the “Transactions”), whereupon the separate existence of CHP will cease, with SNDA Merger Sub continuing as the surviving entity of the Second Merger and an indirect wholly owned subsidiary of SNDA.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On February 26, 2026, the Company held a special meeting of stockholders of the Company (the “SNDA Special Meeting”) to consider and vote upon the following matters: (i) a proposal to approve and adopt an amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended (the “SNDA Charter”), to increase the number of shares of SNDA Common Stock that the Company is authorized to issue from 30,000,000 to 100,000,000 shares (the “Authorized Share Increase Proposal”), (ii) a proposal to approve the issuance of shares of SNDA Common Stock to (a) holders of CHP common stock pursuant to the Merger Agreement and (b) certain affiliates of Conversant Capital, LLC (“Conversant”) and Silk Partners, LP (“Silk”), two of the Company’s largest beneficial owners, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Stock Issuance Proposal”), (iii) a proposal to approve and adopt amendments to the SNDA Charter to provide for (a) procedures regarding the advance notice of stockholder nominations for the election of directors and other business to be brought before any meeting of stockholders to be as set forth in the Second Amended and Restated Bylaws of SNDA, as amended (the “Advance Notice Proposal”), and (b) customary limitations on indemnification and expense advancement for directors and officers (the “Indemnification Proposal”), and (iv) a proposal to adjourn the SNDA Special Meeting to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the SNDA Special Meeting to approve the Authorized Share Increase Proposal or the Stock Issuance Proposal (the “SNDA Adjournment Proposal”). Prior to the SNDA Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) to its stockholders describing the SNDA Special Meeting, the Authorized Share Increase Proposal, the Stock Issuance Proposal, the Advance Notice Proposal, the Indemnification Proposal, the SNDA Adjournment Proposal, the Transactions, and related information. The Joint Proxy Statement/Prospectus was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on January 6, 2026.
As disclosed in the Joint Proxy Statement/Prospectus, as of the close of business on December 30, 2025, the record date for the SNDA Special Meeting, there were 18,769,604 outstanding shares of SNDA Common Stock and 41,250 outstanding shares of Series A Preferred Stock, par value $0.01 per share, of SNDA (“SNDA Preferred Stock” and together with SNDA Common Stock, the “SNDA Stock”) entitled to an aggregate number of 1,281,205 votes on the proposals considered at the SNDA Special Meeting. Each holder of SNDA Common Stock was entitled to cast one (1) vote on each matter brought before the SNDA Special Meeting for each share of SNDA Common Stock that such holder owned of record as of the record date. Each holder of SNDA Preferred Stock was entitled to a number of votes equal to the number of shares of SNDA Common Stock to which such shares of SNDA Preferred Stock could be converted as of the record date for the SNDA Special Meeting on all matters to be acted upon at the SNDA Special Meeting, voting together with the holders of SNDA Common Stock as a single class. As further disclosed in the Joint Proxy Statement/Prospectus, on November 4, 2025, certain affiliates of Conversant that hold shares of SNDA Stock representing approximately 52.6% of the votes entitled to be cast by the holders of outstanding shares of capital stock of SNDA entered into a Voting Agreement with CHP, whereby they agreed, among other things, to vote their shares of SNDA Stock in favor of the Authorized Share Increase Proposal, the Stock Issuance Proposal and the SNDA Adjournment Proposal.
