Sonida (NYSE: SNDA) completes $1.8B CHP merger, sees 62% FFO accretion

Rhea-AI Filing Summary

Sonida Senior Living has completed its previously announced merger with CNL Healthcare Properties in a cash-and-stock deal valued at approximately $1.8 billion, creating a combined senior housing owner-operator valued around $3.3 billion.

The merger gives Sonida ownership of 153 senior housing communities with about 14,700 owned units and is expected to deliver an estimated 62% accretion in Normalized FFO per share on a run‑rate basis. Sonida also closed a $110,000,017.12 equity financing for 4,113,688 shares and arranged $930 million in permanent credit facilities plus a $270 million bridge loan to fund cash consideration, refinance CHP debt, and support growth. Board composition was realigned, with Conversant and Silk gaining designated seats.

Positive

• Transformative accretive merger: Completed ~$1.8 billion cash‑and‑stock acquisition of CNL Healthcare Properties, creating a roughly $3.3 billion senior housing platform with 153 owned communities and ~14,700 units, with management estimating 62% Normalized FFO per share accretion on a run‑rate basis.
• Strengthened capital access: Secured $930 million in permanent credit facilities plus a $270 million bridge loan and raised $110,000,017.12 of equity at $26.74 per share to fund merger cash consideration, refinance CHP debt, and support ongoing growth.

Negative

• Higher leverage and refinancing risk: The structure uses substantial debt, including a $270 million 364‑day bridge loan with step‑up pricing that the company intends to replace with property‑level financing, increasing near‑term refinancing and covenant‑management risk.

Insights

REIT and senior housing analyst

Transformative, debt‑financed merger with sizable FFO accretion but higher balance-sheet complexity.

Sonida Senior Living completed a merger with CNL Healthcare Properties valued at about $1.8 billion, creating a roughly $3.3 billion senior housing platform with 153 owned communities and ~14,700 units. Management highlights an estimated 62% Normalized FFO per share accretion on a run‑rate basis, implying materially higher earnings power if integration delivers.

Financing relies on substantial leverage: $930 million of permanent debt facilities, a $270 million bridge loan and a $110,000,017.12 equity raise for 4,113,688 shares at $26.74 per share. The bridge loan matures 364 days after the March 10 2026 funding date and carries step‑up pricing, increasing execution risk if property-level takeouts or asset sales lag.

The merger significantly diversifies Sonida’s footprint across 153 communities and deepens presence in multiple U.S. regions while keeping existing shareholders at 50.0% of diluted equity. Governance shifts toward major shareholders Conversant and Silk, with their designees taking key board roles and CHP nominating two directors, which may support alignment on integration and capital allocation.

false 0001043000 0001043000 2026-03-06 2026-03-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2026

Sonida Senior Living, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		1-13445		75-2678809
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14755 Preston Road Suite 810 Dallas, Texas		75254
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 770-5600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SNDA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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 wholly owned subsidiary of Holdco (“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”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof: (i) on March 10, 2026 (the “First Closing Date”), (a) CHP sold 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 merged with and into CHP, with CHP continuing as the surviving entity (the “First Merger”), and (c) CHP adopted a plan of liquidation substantially concurrently with the effective time of the First Merger (the “First Merger Effective Time”); and (ii) on March 11, 2026 (the “Second Closing Date”), CHP merged 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 ceased, with SNDA Merger Sub continuing as the surviving entity of the Second Merger and a wholly-owned subsidiary of SNDA.

On March 11, 2026, the Company completed its previously announced equity financing transactions (the “Equity Financing”) in connection with the Transactions. Pursuant to the Equity Financing, the Company raised an aggregate amount of $110,000,017.12 in exchange for the issuance of 4,113,688 shares of SNDA Common Stock to (i) certain affiliates of Conversant Capital LLC (“Conversant”) and (ii) Silk Partners, LP (“Silk”, and, together with such affiliates of Conversant, the “Investors”), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the terms of an investment agreement, dated as of November 4, 2025 (the “Conversant Investment Agreement”), between the Company and certain affiliates of Conversant and an investment agreement, dated as of November 4, 2025 (the “Silk Investment Agreement” and, together with the Conversant Investment Agreement, the “Investment Agreements”), between the Company and Silk.

The Merger Agreement, the Equity Financing and the transactions contemplated thereby were previously described in the definitive joint proxy statement/prospectus (“Joint Proxy Statement/Prospectus”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on January 6, 2026.

The events described in this Current Report on Form 8-K took place in connection with the completion of the Transactions, which took place on March 10, 2026 and March 11, 2026.

Item 1.01 Entry into a Material Definitive Agreement

Bridge Loan Agreement

On March 10, 2026 (the “Funding Date”), the Company entered into a bridge loan agreement, dated as of March 10, 2026 (the “Bridge Loan Agreement”), by and among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Bridge Lenders”), Royal Bank of Canada, as administrative agent, and BMO Bank, N.A., as collateral agent, pursuant to which the Bridge Lenders made a bridge loan to the Company in an aggregate principal amount of $270,000,000 (the “Bridge Loan”).

The Company used the proceeds of the Bridge Loan, together with an aggregate principal amount of $525,000,000 of term loans and $245,000,000 of revolving loans funded to the Company under the previously announced Amended and Restated Credit Agreement, dated as of December 29, 2025 (as further amended on March 5, 2026, the “Permanent Facilities Credit Agreement”), by and among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and BMO Bank, N.A., as administrative agent, (a) to fund a portion of the cash consideration paid to the holders of common stock of CHP (the “CHP Common Stock”) pursuant to the Merger Agreement, (b) to repay certain existing unsecured senior indebtedness of CHP, (c) to pay certain fees and expenses incurred in connection with the foregoing, (d) to refinance the borrowings under the Company’s existing revolving credit facility, and (e) for general corporate purposes.

The Bridge Loan will mature on the date that is 364 days after the Funding Date. The Bridge Loan will bear interest at a rate equal to, at the Company’s option, either (a) Term SOFR plus a margin ranging from 2.00% to 1.35% depending on the Company’s total leverage ratio or (b) base rate plus a margin ranging from 1.00% to 0.35% depending on the Company’s total leverage ratio; provided that the margin applicable to the Bridge Loan will increase by 0.25% on each date that is 90, 180 and 270 days after the Funding Date.

The Bridge Loan is guaranteed by the same subsidiaries of the Company that guarantee the Permanent Facilities Credit Agreement, and is secured, on a pari passu basis with the Permanent Facilities Credit Agreement, by the same collateral that secures the Permanent Facilities Credit Agreement. In addition, each property that is owned directly by a guarantor and that satisfies certain borrowing base requirements will become borrowing base properties in support of the Bridge Loan.

The Company may prepay the Bridge Loan in whole or in part at any time without premium or penalty, other than customary breakage costs. The Company will also be required to repay the Bridge Loan to the extent the outstanding principal balance thereof exceeds the borrowing base value applicable thereto. The Bridge Loan will not amortize and the outstanding principal will be due in full on the Bridge Loan maturity date.

The Bridge Loan Agreement contains affirmative and negative covenants and events of default customary for credit agreement indebtedness and substantially consistent with the affirmative and negative covenants and events of default of the Permanent Facilities Credit Agreement. The negative covenants include limitations on the incurrence of debt, liens, investments, acquisitions, loans and advances, dividends and other payment restrictions affecting subsidiaries, restricted payments and transactions with affiliates, subject to various conditions and exceptions. In addition, the Bridge Loan Agreement will require the Company to comply with a number of financial covenants and borrowing base availability requirements, including a maximum total leverage ratio, a minimum consolidated fixed charge coverage ratio, a minimum consolidated tangible net worth, a maximum consolidated secured recourse leverage ratio, a maximum amount of permitted dividends and distributions, a maximum variable rate indebtedness ratio, a minimum implied borrowing base debt service coverage ratio and a maximum borrowing base loan to value ratio.

The foregoing description of the Bridge Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bridge Loan Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2026 with respect to the Permanent Facilities Credit Agreement is incorporated into this Item 1.01 by reference.

Investor Rights Agreement and Registration Rights Agreement

On March 10, 2026, in connection with the closing of the Equity Financing and in accordance with the terms of the Investment Agreements, the Company entered into (i) an Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”) with certain Conversant affiliates (the “Conversant Parties”) and Silk and (ii) an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the Conversant Parties, Silk, and PF Investors, LLC, in each case, to be effective as of March 11, 2026.

The information set forth under Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025 (the “November 8-K”) with respect to the Investor Rights Agreement and the Registration Rights Agreement is incorporated into this Item 1.01 by reference. The foregoing description of the Investor Rights Agreement and Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of the Investor Rights Agreement and the Registration Rights Agreement, which are filed hereto as Exhibit 10.3 and 10.4, respectively, and incorporated herein by reference.

Indemnification Agreement

On March 9, 2026, the Company’s board of directors (the “Board”) approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into with each individual who serves as a director or executive officer of the Company following the effective time of the Second Merger. The Indemnification Agreement provides, among other things, for the indemnification and advancement of expenses to directors and executive officers of the Company in connection with proceedings arising from their service in such capacities, subject to certain conditions and exclusions set forth therein. The foregoing description of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnification Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

As discussed in the Introductory Note, on the First Closing Date and the Second Closing Date, the Company completed its previously announced acquisition of CHP and its subsidiaries.

Pursuant to the terms and conditions of the Merger Agreement, each share of CHP Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than shares held by SNDA, Holdco, SNDA Merger Sub, or any subsidiary of SNDA or wholly owned subsidiary of CHP (the “Excluded Shares”)) was cancelled and converted into the right to receive (i) $2.32 in cash and (ii) 0.1318 of a share of SNDA Common Stock. The Company paid approximately $404.4 million in cash and issued an aggregate number of 22,902,649 shares of SNDA Common Stock pursuant to the Merger Agreement.

Additionally, in connection with the consummation of the Transactions, (i) certain affiliates of Conversant funded an aggregate amount of $100,000,005.84 in exchange for the issuance of 3,739,716 shares of SNDA Common Stock pursuant to the Conversant Investment Agreement and (ii) Silk funded an aggregate amount of $10,000,011.28 in exchange for the issuance of 373,972 shares of SNDA Common Stock pursuant to the Silk Investment Agreement, in each case in a private placement pursuant to Section 4(a)(2) of the Securities Act, at a price of $26.74 per share of SNDA Common Stock, which is equal to the Transaction Reference Price (as defined in the Merger Agreement).

The foregoing description of the Transactions and the Merger Agreement, and the transactions contemplated thereby, including the Investment Agreements, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the November 8-K, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K, and the Conversant Investment Agreement and Silk Investment Agreement, which were filed as Exhibits 10.1 and 10.2, respectively, to the November 8-K, and are incorporated herein by reference as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 with respect to the Bridge Loan Agreement above and is incorporated in this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 2.01 above with respect to the Equity Financing and the Investment Agreements is incorporated into this Item 3.02 by reference. All securities issued pursuant to the Investment Agreements were issued in an exempt transaction pursuant to Section 4(a)(2) of the Securities Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2026, the Board accepted the resignations of Elliott R. Zibel, David W. Johnson, and Noah R. Beren as directors on the Board effective as of the effective time of the Second Merger (the “Second Merger Effective Time”), and appointed as directors on the Board, effective as of the Second Merger Effective Time, Michael Simanovsky as Chairperson of the Board, and Stephen H. Mauldin and J. Chandler Martin. Such resignations were not as a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, practices or policies. Messrs. Mauldin and Martin were appointed in accordance with the applicable terms and conditions set forth in the Merger Agreement. There are no transactions involving Mr. Mauldin or Mr. Martin that are required to be disclosed in this Current Report on Form 8-K pursuant to Item 404(a) of Regulation S-K.

On March 6, 2026, the Company was informed that, pursuant to its rights under the Investor Rights Agreement, Silk expects to designate Sam Levinson, Chief Investment Officer of Siget NY Partners, L.P., which acts as the investment manager for Silk, for appointment as a member of the Board effective as of May 1, 2026. There are no other transactions involving Mr. Levinson that are required to be disclosed in this Current Report on Form 8-K pursuant to Item 404(a) of Regulation S-K. Except for the Investor Rights Agreement, there is no arrangement or understanding between Mr. Levinson and any other persons or entities pursuant to which Mr. Levinson was appointed as a director of the Company.

In addition, effective immediately prior to Mr. Levinson’s appointment, Shmuel S.Z. Lieberman will resign as a member of the Board. Such resignation is not as a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, practices or policies.

Pursuant to the Investor Rights Agreement, Conversant Dallas Parkway (A) LP designated Mr. Simanovsky, the Managing Partner of Conversant, for appointment as a member and the Chairperson of the Board. The information set forth under Item 1.01 of the November 8-K with respect to the Investor Rights Agreement, the Registration Rights Agreement, and the Investment Agreements is incorporated into this Item 5.02 by reference. There are no other transactions involving Mr. Simanovsky, Conversant or Conversant’s affiliates that are required to be disclosed in this Current Report on Form 8-K pursuant to Item 404(a) of Regulation S-K.

Effective upon the Second Merger Effective Time, the Board composition will be as follows:

Class I (terms expire at 2028 annual meeting)

Lilly H. Donohue

Benjamin P. Harris*

Michael Simanovsky*

Class II (terms expire at 2026 annual meeting)

Shmuel S.Z. Lieberman**

J. Chandler Martin

Brandon M. Ribar

Class III (terms expire at 2027 annual meeting)

Robert T. Grove*

Jill M. Krueger

Stephen H. Mauldin

* nominated by Conversant

** nominated by Silk

Effective upon the Second Merger Effective Time, the committees of the Board will be reconstituted as follows:

Audit Committee

Jill M. Krueger (Chair)

Lilly H. Donohue

Benjamin P. Harris

J. Chandler Martin

Nominating and Governance Committee

Benjamin P. Harris (Chair)

Jill M. Krueger

Stephen H. Mauldin

Compensation Committee

Shmuel S.Z. Lieberman (Chair)

Robert Grove

Jill M. Krueger

The newly appointed directors will be entitled to the same compensation as payable to the existing non-employee directors of the Company. Additionally, the Company expects to enter into an agreement in the form of the Indemnification Agreement with each of the newly appointed directors.

Item 8.01. Other Events.

On March 11, 2026, SNDA issued a press release announcing the closing of the Transactions. A copy of the press released is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Pursuant to General Instruction B.3 of Current Report on Form 8-K, the financial statements of the acquired company, CHP, are not required in this Current Report on Form 8-K because “substantially the same” financial statements were previously filed in the Joint Proxy Statement/Prospectus.

(b) Pro-Forma Financial Information

Pursuant to General Instructions B.3 of Current Report on Form 8-K, pro forma financial information with respect to the acquisition of CHP by the Company is not required in this Current Report on Form 8-K because “substantially the same” information was previously filed in the Joint Proxy Statement/Prospectus.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of November 4, 2025, by and among Sonida Senior Living, Inc., SSL Sparti LLC, Sparti Merger Sub, Inc., CNL Healthcare Properties, Inc., and CHP Merger Corp. (incorporated by reference to Exhibit 2.1 to SNDA’s Current Report on Form 8-K filed on November 5, 2025).
10.1		Investment Agreement, dated as of November 4, 2025, by and among Sonida Senior Living, Inc. and Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., Conversant Dallas Parkway (A) LP and CPIF K Co-Invest SPT A, L.P. (incorporated by reference to Exhibit 10.1 to SNDA’s Current Report on Form 8-K filed on November 5, 2025).
10.2		Investment Agreement, dated as of November 4, 2025, by and between Sonida Senior Living, Inc. and Silk Partners, LP (incorporated by reference to Exhibit 10.2 to SNDA’s Current Report on Form 8-K filed on November 5, 2025).
10.3		Amended and Restated Investor Rights Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co-Invest SPT A, L.P., and Silk Partners, LP.
10.4		Amended and Restated Registration Rights Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co-Invest SPT A, L.P., Silk Partners, LP, and PF Investors, LLC.
10.5*		Bridge Loan Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, and BMO Bank N.A., as collateral agent.
10.6		Form of Indemnification Agreement
99.1		Press Release issued by Sonida Senior Living, Inc. on March 11, 2026
104		Cover Page Interactive Data File-formatted as Inline XBRL

* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule, or any section thereof, will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				SONIDA SENIOR LIVING INC.
Date: March 11, 2026
				By:		/s/ Brandon M. Ribar
				Name:		Brandon M. Ribar
				Title:		Chief Executive Officer and President

Exhibit 99.1

Sonida Senior Living Completes $1.8 Billion Strategic Merger with CNL Healthcare Properties, Inc.

Creates $3.3 Billion Pure-Play Senior Housing Owner-Operator and Eighth Largest Owner of U.S. Senior Living Assets¹

Estimated Normalized FFO Per Share Accretion of 62% on a Run-Rate Basis with Substantial Near-Term and Future Synergies

Strengthens Balance Sheet Through Immediate Deleveraging and Significantly Deepened Access to Capital

DALLAS, Texas – March 11, 2026, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), one of the largest, pure-play owner-operators and investors in U.S. senior living communities, today announced the completion of its previously announced merger with CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust (“REIT”) that owns a national portfolio of high-quality senior housing properties, with Sonida having acquired 100% of CHP in a cash and stock transaction valued at approximately $1.8 billion. The common stock of the combined company will trade under Sonida’s existing ticker symbol “SNDA” on the NYSE.

Sonida now owns a combined portfolio of 153 high-quality independent living, assisted living and memory care senior living communities creating the eighth largest owner of U.S. senior living assets with ~14,700 owned units. The portfolio spans the full continuum of care, focusing on high-growth, private-pay communities across the United States. The acquisition strengthens the Company’s presence in the South, Southeast, and Midwest while strategically expanding into the Mountain West, Pacific Northwest, and Mid-Atlantic.

Transaction Overview

The completion of the transaction follows the satisfaction of all conditions to the closing of the merger, pursuant to the terms of the definitive merger agreement (the “Merger Agreement”) entered by and between Sonida and CHP on November 4, 2025, including receipt of approvals by both Sonida and CHP stockholders. At the special meeting of Sonida stockholders held on February 26, 2026, a total of 18,277,189 shares of Sonida stock, representing approximately 91% of the Sonida stock entitled to vote at the special meeting, were present in person or by proxy, constituting a quorum to conduct business and approximately 88.9% of the total voting power of all Sonida shares voted in favor of the issuance of shares of Sonida common stock in connection with the closing of the transaction.

With the satisfaction of all closing conditions, Sonida has acquired 100% of the common stock of CHP for a total consideration of $7.22 per share of CHP, based on an exchange ratio of 0.1318 shares of Sonida common stock and our closing price on March 10 and $2.32 in cash.

As per the terms of the Merger Agreement and to help ensure certainty of value for the stock portion of the merger consideration, the final calculated exchange ratio of 0.1318x was calculated by dividing (a) $4.58 by (b) a volume weighted average price (VWAP) of Sonida common stock, which was determined during a measurement period prior to closing of the transaction and subject to an asymmetric collar with a range of 15% below the reference price ($22.73) and 30% above the reference price ($34.76). Based on the final calculated exchange ratio, Sonida existing shareholders’ ownership equates to 50.0% of the newly combined company’s diluted common equity, with estimated Normalized FFO per share accretion of 62% on a run-rate basis.

¹  By units.

“We are very pleased with the strong support from both Sonida and CHP stockholders, underscoring their belief in the power of this combination and marking a significant step forward for Sonida. Moreover, the transaction is immediately accretive to shareholders and positions the company to create increased and durable value over the long term,” said Brandon Ribar, President and Chief Executive Officer of Sonida. “Our owner-operator platform has been purposefully designed for growth and scale in order to fully maximize historically favorable senior housing fundamentals and powerful demographic trends. This combination accelerates that strategy by more than doubling our owned footprint and strengthening our presence in markets we believe offer the most attractive opportunities.

“As part of the transaction, all dedicated resources of CHP’s external advisor will be available to Sonida for the next 90 days. Furthermore, a number of the advisor’s employees will join Sonida in permanent roles, continuing to deepen our talent pool and aiding in the integration process. Over the last several months, we have worked closely with CHP to ensure a smooth integration and transition for its communities and employees. This includes working side-by-side with CHP’s current operating partners, pursuing deeper strategic relationships where applicable, and identifying a path forward that is beneficial to our staff, our residents, and our shareholders.

“With the closing of this transaction, we expect to unlock substantial operating synergies, drive future NOI growth through operational improvements and portfolio optimization, increase share liquidity, and broaden the breadth and depth of our access to capital. Importantly, we remain committed to disciplined growth, both organic and inorganic, while remaining focused on our expanded opportunity and fundamental objective – providing our residents, both current and new, with the highest quality of care, attention, and services available in the market.

“Finally, I would like to acknowledge the entire Sonida team for their persistent work, both our corporate employees for their dynamic execution on this transaction, and our frontline community employees, for their unremitting efforts to deliver the highest standards to our residents,” concluded Ribar.

Financing

In connection with the closed transaction, Sonida obtained permanent debt financing (the “Permanent Facilities”) in an aggregate principal amount of $930 million, plus an uncommitted accordion feature that allows Sonida to increase borrowings under the Permanent Facilities up to $1.25 billion. The Permanent Facilities replaced the facilities provided to Sonida under its existing credit agreement.

At the time of the initial merger announcement, a 364-day committed bridge financing (the “Bridge Loan Facility”) in an aggregate principal amount of $900 million was provided by RBC Capital Markets and BMO Capital Markets to, among other things, fund the cash portion of the purchase price payable pursuant to the Merger Agreement and repay CHP’s existing corporate credit facilities (the “CHP Existing Debt”). In connection with the closing of the merger, Sonida borrowed $270 million under the Bridge Loan Facility.

An overview of the Permanent Facilities is as follows:

• Revolving Credit Facility: a new and upsized $405 million four-year senior secured revolving credit facility (the “New Revolving Credit Facility”) with pricing ranging from S+200 to S+135 bps depending on the Company’s total leverage ratio. The New Revolving Credit Facility reflects a significant reduction in the Company’s revolving borrowing costs compared to the Company’s existing revolving credit facility.

• Term Loan Facilities: two new senior secured term loan facilities consisting of a $262.5 million three-year term loan facility and a $262.5 million five-year term loan facility (the term loans made pursuant to the new term loan facilities, the “New Term Loans”), each with pricing ranging from of S+195 to S+130 bps depending on the Company’s total leverage ratio.

• Accordion Feature: up to $320 million of uncommitted debt capacity under the credit agreement governing the Permanent Facilities for a total debt capacity of up to $1.25 billion, giving the Company the ability to continue to support its ongoing acquisition strategy.

• Guarantees: The Permanent Facilities are guaranteed by the Company’s subsidiaries that guaranteed the Existing Credit Agreement, and each subsidiary of CHP that is designated as a guarantor by the Company.

• Collateral: The Permanent Facilities are secured by, among other things a first priority pledge of equity interests in the entities, directly or indirectly owned by the Company, that own borrowing base properties with a built-in mechanism for the equity pledge to be released and for the Permanent Facilities to become unsecured at the later of twelve months after the closing of the closing of the Permanent Facilities or the Company’s compliance with certain covenant requirements.

The proceeds of the New Term Loans and the Bridge Loan Facility, together with a $245 million borrowing under the New Revolving Credit Facility, were used (a) to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, (b) to repay certain existing unsecured senior indebtedness of CHP, (c) to pay certain fees and expenses incurred in connection with the foregoing, (d) to refinance borrowings under the Company’s existing revolving credit facility, and (e) for general corporate purposes. The New Revolving Credit Facility will also provide meaningful available liquidity and dry powder to the Company for its continued opportunistic acquisition strategy. The Bridge Loan Facility is expected to be replaced through property-level financing prior to its maturity.

BMO Capital Markets Corp. and RBC Capital Markets served as Joint Bookrunners for the Permanent Facilities and BMO served as the Administrative Agent. RBC Capital Markets, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., KeyBank National Association, and Wells Fargo Bank, National Association served as Co-Syndication Agents for the Permanent Facilities. BMO Capital Markets Corp., RBC Capital Markets, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets, and Wells Fargo Securities, LLC served as Joint Lead Arrangers for the Permanent Facilities. First Financial Bank, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA also participated in the Permanent Facilities.

Governance

Sonida’s Board of Directors (the “Board”) will remain comprised of nine members, including two designated by CHP, Stephen Mauldin, CHP’s former CEO, President and Vice Chairman, and J. Chandler Martin, former CHP Director and former Corporate Treasurer of Bank of America.

Michael Simanovsky, Founder and Managing Partner of Conversant Capital, Sonida’s largest shareholder, was appointed as Board Chairman effective as of the closing of the transaction. Sam Levinson of Silk Partners, Sonida’s second largest shareholder, will join the Board as Silk’s appointee effective May 1, 2026.

Transaction Advisors

In connection with this transaction, RBC Capital Markets served as lead financial advisor to Sonida. BMO Capital Markets served as financial advisor, Newmark Group, Inc. served as real estate advisor, Fried, Frank, Harris, Shriver & Jacobson LLP acted as its legal counsel and Sidley Austin LLP acted as legal counsel for Sonida’s special committee of its Board of Directors. KeyBanc Capital Markets served as exclusive financial advisor to CHP, Arnold & Porter Kaye Scholer LLP acted as corporate legal counsel in connection with the transaction and Ropes & Gray LLP acted as legal counsel to CHP’s special committee of its Board of Directors.

About Sonida

Dallas-based Sonida Senior Living, Inc., is one of the largest, pure-play owner-operators and investors in U.S. senior living communities, with a focus on independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at the senior housing communities we operate. As of March 11, 2026 and after giving effect to the completed merger with CNL Healthcare Properties, Inc., the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers,15 leased pursuant to triple-net leases, four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party.

For more information, visit investors.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact in this communication are forward-looking statements, including those relating to the Company’s expectations and beliefs, the CHP merger and its expected financial and other benefits, including expected accretion and synergies, and the Company’s future business prospects and strategies, financial results, working capital, liquidity, capital needs and expenditures. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as such factors may be updated from time to time in the Company’s other filings with the SEC, and include the following: the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular the Company’s ability to refinance its Bridge Loan Facility on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements,

including certain financial covenants and the risk of cross-default in the event such non- compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the merger with CHP that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired or may acquire (including CHP) could have undiscovered liabilities, or that companies or assets that the Company has acquired or may acquire (including CHP) could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the merger with CHP; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain effective internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or outcomes that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected.

All forward-looking statements attributable by the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date of they are made, and the Company does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law.

Sonida Investor Relations

Jason Finkelstein

IGNITION IR

ir@sonidaliving.com

NON-GAAP FINANCIAL MEASURES

This press release contains references to the following financial measure: Normalized FFO per share, which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Investors should not consider this non-GAAP financial measure as a substitute for financial measures determined in accordance with GAAP. Investors are cautioned that amounts presented in accordance with the Company’s definition of this non-GAAP financial measure may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner.

Normalized FFO attributable to common stockholders (“Normalized FFO”) is a non-GAAP performance measure that the Company defines as net income (loss) attributable to common shareholders plus real estate related depreciation and amortization, plus share of real estate related depreciation and amortization from unconsolidated entities, less non-controlling interests’ share of real estate related depreciation and amortization, plus gains (losses) from the sale of depreciable real estate assets less taxes associated with real estate dispositions; plus (less) long-lived impairment of real estate, plus transaction, transition and restructuring costs, conversion costs, casualty losses, debt modification costs, gains / losses on derivatives, gains / losses on extinguishment of debt and other non-recurring credits or expenses. Normalized FFO per share is calculated by dividing Normalized FFO by total common shares outstanding.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers Normalized FFO and Normalized FFO per share to be appropriate supplemental measures of operating performance. The Company believes that the presentation of Normalized FFO and Normalized FFO per share are useful measures for investors’ understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), Normalized FFO and Normalized FFO per share allow investors, analysts and Company management to compare the Company’s operating performance across periods on a consistent basis.

FAQ

What major transaction did Sonida Senior Living (SNDA) complete with CNL Healthcare Properties?

Sonida completed a cash-and-stock merger with CNL Healthcare Properties valued at about $1.8 billion. The deal creates a roughly $3.3 billion pure-play senior housing owner-operator with a combined portfolio of 153 owned communities and around 14,700 units across multiple U.S. regions.

How does the CHP merger change Sonida Senior Living (SNDA)’s portfolio size and footprint?

After the merger, Sonida owns 153 high-quality senior housing communities with about 14,700 owned units. The portfolio spans independent living, assisted living and memory care, strengthening presence in the South, Southeast and Midwest and expanding into the Mountain West, Pacific Northwest and Mid-Atlantic regions.

What consideration did CHP shareholders receive in the Sonida (SNDA) merger?

Each CHP share was converted into $2.32 in cash plus 0.1318 shares of Sonida common stock. This equated to total consideration of $7.22 per CHP share, based on Sonida’s March 10 closing price and the finalized 0.1318 exchange ratio mechanics described in the merger terms.

How did Sonida Senior Living (SNDA) finance the CHP acquisition?

Sonida used a mix of permanent debt, a bridge loan and new equity. It arranged $930 million of permanent credit facilities, borrowed $270 million under a 364-day bridge loan facility, and raised $110,000,017.12 by issuing 4,113,688 shares at $26.74 per share in a private placement.

What earnings impact does Sonida (SNDA) expect from the CHP merger?

Sonida estimates the merger will be significantly accretive to earnings. Management projects approximately 62% accretion to Normalized FFO per share on a run-rate basis, reflecting expected operating synergies, portfolio optimization benefits and higher scale across the combined senior housing platform.

How did the CHP merger affect ownership and governance at Sonida (SNDA)?

Existing Sonida shareholders are expected to own 50.0% of the combined company’s diluted equity. The board remains nine members, now including two CHP designees, Conversant’s Michael Simanovsky as chair, and a Silk designee, Sam Levinson, joining effective May 1, 2026.

What new debt facilities did Sonida (SNDA) put in place around the CHP merger?

Sonida obtained $930 million in permanent debt facilities plus a $270 million bridge loan. Alongside a $245 million draw on a new revolving credit facility, these proceeds funded cash consideration to CHP shareholders, repayment of CHP debt, fees, refinancing prior revolver borrowings and general corporate purposes.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 30.6 KB

Agreements & Contracts

• EX-10.3 EX-10.3 128.8 KB
• EX-10.4 EX-10.4 145.6 KB
• EX-10.5 EX-10.5 673.2 KB
• EX-10.6 EX-10.6 64.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB