Sonida Senior Living, Inc. filings document a Delaware senior living company with common stock listed on the NYSE under SNDA. The record includes Form 8-K reports for operating results, investor presentations, material agreements, capital-structure changes, and the completed CNL Healthcare Properties merger.
Proxy and governance filings describe annual meeting matters, director elections, auditor ratification, advisory executive compensation votes, equity incentive plan amendments, board composition and committee appointments. Capital disclosures include preferred stock conversion, warrant amendments and financing arrangements tied to the company’s senior housing portfolio.
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.
Sonida Senior Living reported that stockholders approved key proposals supporting its planned multi-step merger with CNL Healthcare Properties (CHP) and related financing transactions.
Investors voted to increase authorized common shares from 30,000,000 to 100,000,000, approve issuing new common stock to CHP stockholders and to affiliates of Conversant Capital and Silk Partners in a private placement, and adopt charter changes on advance notice for director nominations and customary indemnification limits. Turnout was high, with about 91% of eligible votes represented, and all four proposals received strong support, clearing major corporate and governance hurdles needed to move the CHP combination and equity financing structure forward.
Sonida Senior Living, Inc. approved new performance stock unit (PSU) awards for key employees, including the CEO and CFO, under its 2019 Omnibus Stock and Incentive Plan. The awards are conditioned on both stockholder approval of an increase to the plan’s share reserve and completion of the planned business combination with CNL Healthcare Properties, Inc.
The PSUs have a performance period from the first to the fourth anniversary of the February 23, 2026 grant date and vest based on sustained stock price hurdles. Tranches can be earned if the 30‑day volume‑weighted average stock price reaches $40.11, $53.48, and $66.85, which are approximately 150%, 200% and 250% of the merger reference price of $26.74. The CEO received PSUs tied to a maximum of 275,000 shares and the CFO to 185,000 shares, with special vesting rules for change in control, qualifying terminations, death, or disability, and forfeiture of any unearned units at the end of the performance period.
Sonida Senior Living filed an 8-K to add disclosures to its joint proxy statement for the proposed merger with CNL Healthcare Properties after two stockholder lawsuits and additional demand letters challenged the adequacy of prior disclosures. The company and CHP deny any wrongdoing but are supplementing the proxy to reduce litigation risk and potential delay to the deal.
The filing adds detail on 2025–2030 standalone projections for SNDA, including projected revenue rising from $334.6 million in 2025 to $454.2 million in 2030 and adjusted EBITDA growing from $53.3 million to $114.3 million. It also discloses a 10-year schedule of expected net operating loss utilization and clarifies key assumptions and valuation multiples used by RBC Capital Markets in its fairness analyses, including selected 2026 FFO, AFFO and EBITDA multiples and discount rate and perpetuity growth rate ranges. The board continues to recommend voting FOR the merger proposals at the February 26, 2026 special meeting.
Sonida Senior Living issued supplemental disclosures to its joint proxy statement for the proposed merger with CNL Healthcare Properties. The update follows stockholder lawsuits and demand letters claiming missing information, and is intended to reduce litigation risk without changing merger consideration or the special meeting date.
The filing adds detail on confidentiality agreements with 12‑month standstill and “don’t ask, don’t waive” provisions, and expands RBC Capital Markets’ valuation work, including 2026 FFO, AFFO and EBITDA multiples and discounted cash flow assumptions using terminal growth ranges of 3.0%–4.5% and discount rates of 8.5%–10.0%.
Sonida also provides standalone projections for 2025–2030 showing revenue rising from $334.6 million to $454.2 million, EBITDA increasing from $44.4 million to $104.9 million, adjusted EBITDA from $53.3 million to $114.3 million, and unlevered free cash flow reaching $75 million by 2030, plus a 10‑year schedule of projected net operating loss utilization.
Sonida Senior Living is seeking stockholder approval for its acquisition of CNL Healthcare Properties in a stock-and-cash deal valuing each CHP share at $6.90, including $2.32 in cash and SNDA stock based on a volume-weighted average price formula. The exchange ratio is collar‑protected so CHP holders receive between 0.1318 and 0.2015 SNDA shares per CHP share. Concurrently, affiliates of Conversant Capital and Silk will invest about $110 million in a private placement for 4,113,688 SNDA shares at $26.74 per share to help fund the cash portion.
After the merger and equity financing, existing SNDA investors (including the new placement shares) are expected to own roughly 39.5%–50% of SNDA on a fully diluted basis, while former CHP stockholders will own about 50%–60.5%. SNDA is asking its stockholders to approve an increase in authorized common shares from 30 million to 100 million, the new share issuances, and certain charter changes. CHP stockholders are being asked to approve the transaction and related proposals; if either side’s key proposals fail, the merger will not close.
Sonida Senior Living entered into an amended and restated credit agreement with a syndicate of lenders led by BMO Bank. The new facilities include two term loan tranches of $262.5 million each and a $375.0 million revolving credit facility. The term loans mature three and five years after the initial borrowing date, while the revolver matures four years after that date, with an option to extend by one year. Borrowings may be used for acquisitions, capital spending, working capital, and to help fund the cash portion of Sonida’s planned acquisition of CNL Healthcare Properties. The loans are secured by borrowing base properties and guaranteed by key subsidiaries, and the agreement adds detailed leverage, coverage, net worth and borrowing base covenants. The lenders’ obligation to fund remains conditioned on the concurrent closing of the CHP acquisition and other customary conditions.
Sonida Senior Living, Inc. entered into an amended and restated credit agreement with BMO Bank and a syndicate of lenders to refinance and expand its borrowing capacity in connection with its planned acquisition of CNL Healthcare Properties, Inc. (CHP). The new facilities include two term loan facilities of $262.5 million each, maturing three and five years after the initial borrowing date, and a revolving credit facility of $375.0 million maturing four years after that date, with an option to extend the revolver by one year.
Sonida may use these borrowings to fund acquisitions and capital expenditures, meet working capital needs, and pay part of the cash consideration for the proposed CHP acquisition. Interest will be based on either Term SOFR or a base rate plus margins that vary with Sonida’s total leverage ratio. The facilities are guaranteed by key subsidiaries and secured by equity in entities owning qualifying borrowing base properties, with certain pledges released after at least twelve months and covenant compliance.
The agreement includes customary financial and operational covenants and events of default, including leverage, coverage, net worth and borrowing base tests. Although the credit agreement is effective as of December 29, 2025, the lenders’ obligations to fund remain subject to the concurrent closing of the CHP acquisition and other conditions; if these are not met before the defined commitment termination, Sonida’s existing credit agreement would remain in place instead.
Sonida Senior Living, Inc. is seeking stockholder approval for a stock-and-cash acquisition of CNL Healthcare Properties, Inc. and related financing. CHP stockholders would receive $6.90 per share of CHP common stock, made up of $2.32 in cash and SNDA common shares valued at $4.58 per share, with the share component subject to a collar based on the volume-weighted average SNDA price. After the deal and an associated equity financing, current SNDA holders (including new investors) are expected to own about 39.5%–50% of SNDA on a fully diluted basis, while former CHP holders would own about 50%–60.5%, depending on SNDA’s trading price.
To support the cash portion, affiliates of Conversant Capital LLC and Silk Partners, LP plan to invest approximately $110 million in a private placement for 4,113,688 SNDA shares at $26.74 per share. SNDA stockholders will vote at a virtual special meeting on increasing authorized common shares, approving the issuance of new SNDA shares to CHP holders and the investors, charter changes on advance notice and indemnification, and a possible adjournment. CHP stockholders will vote at an in‑person annual meeting on the transaction itself, director elections, auditor ratification and a possible adjournment. Both boards unanimously recommend voting in favor of their respective proposals.