Sonida Senior Living, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share SNDA New York Stock Excha
• $2.32 — converted into the right to receive (i) $2.32 in cash and (ii) the number of shares o
• $4 — .01 (" Sonida Common Stock "), equal to $4.58, divided by the volume weighted aver
• $26.74 — ce price for the Sonida Common Stock of $26.74 (the " Transaction Reference Price ") a
• $30,000,000 — d to pay to Sonida a termination fee of $30,000,000 (the " CHP Termination Fee "), provided
• $10,000,000 — ase CHP must reimburse Sonida for up to $10,000,000 of its transaction expenses. To secur
• $15,000,000 — ided a letter of credit in an amount of $15,000,000, and have further agreed to maintain av
• $110,000,017.12 — ommitted to fund an aggregate amount of $110,000,017.12 in exchange for the issuance of 4,113,6
• $900,000,000 — itment letter in an aggregate amount of $900,000,000 for a 364-day senior secured bridge loa
• $150,000,000 — ease in Sonida's revolver facility from $150,000,000 to $300,000,000. The amount of the brid
• $300,000,000 — revolver facility from $150,000,000 to $300,000,000. The amount of the bridge loan will be
• $100,000,005.84 — e agreed to fund an aggregate amount of $100,000,005.84 in exchange for the issuance of 3,739,7
• $10,000,011.28 — s agreed to fund an aggregate amount of $10,000,011.28 in exchange for the issuance of 373,972
• $2,000,000 — th the Equity Financing (not to exceed, $2,000,000 with respect to the Conversant Investor
• $200,000 — respect to the Conversant Investors and $200,000 with respect to Silk). Additionally, th

Filing Documents

• d91882d8k.htm (8-K) — 84KB
• d91882dex21.htm (EX-2.1) — 812KB
• d91882dex101.htm (EX-10.1) — 481KB
• d91882dex102.htm (EX-10.2) — 439KB
• d91882dex991.htm (EX-99.1) — 66KB
• 0001193125-25-265754.txt ( ) — 2422KB
• snda-20251104.xsd (EX-101.SCH) — 3KB
• snda-20251104_lab.xml (EX-101.LAB) — 18KB
• snda-20251104_pre.xml (EX-101.PRE) — 11KB
• d91882d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): November 4, 2025 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 Item1.01. Entry into a Material Definitive Agreement. Merger Agreement On November 4, 2025, Sonida Senior Living, Inc., a Delaware corporation (the " Company " or " Sonida "), SSL Sparti LLC, a Delaware limited liability company and a wholly owned subsidiary of Sonida (" Holdco "), Sparti Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Holdco (" SNDA Merger Sub ", and together with Holdco and Sonida, the " Buyer Parties "), 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, among other things, for a business combination of the Company and CHP, through a series of steps ending with a forward merger of CHP with and into SNDA Merger Sub, with SNDA Merger Sub surviving the merger (the " CHP Merger "), as a result of which the Company will have indirectly acquired 100% of the outstanding shares of CHP. Each share of common stock of CHP, par value $0.01 (" CHP Common Stock "), will be cancelled and converted into the right to receive (i) $2.32 in cash and (ii) the number of shares of common stock of Sonida, par value $0.01 (" Sonida Common Stock "), equal to $4.58, divided by the volume weighted average trading price of Sonida Common Stock during a measurement period prior to the closing date, subject to a collar of 15% below the transaction reference price for the Sonida Common Stock of $26.74 (the " Transaction Reference Price ") and 30% above the Transaction Reference Price. In connection with the issuance of Sonida Common Stock to the former CHP stockholders and certain equity financing transactions described below that will require that the Company issue additional shares of Sonida Common Stock (the " Stock Issuance "), and subject to Sonida stockholder approval, Sonida intends to amend its Amended and Restated Certificate of Incorporation, as amended (the " Sonida Charter Amendment "), immediately prior to the effective time of the transactions to increase the authorized number of shares of Sonida Common Stock. The board of directors of Sonida (the " Board ") unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and in the best interests of Sonida and its stockholders, (ii) authorized and approved the execution and delivery of the Merger Agreement by Sonida and its subsidiaries party thereto and the performance by Sonida and its subsidiaries party thereto of the transactions contemplated by the Merger Agreement, (iii) determined that the Sonida Charter Amendment is advisable and in the best interests of Sonida and its stockholders, (iv) directed that each of the Stock Issuance and the Sonida Charter Amendment be submitted to a vote of the stockholders of Sonida entitled to vote thereon, and (v) recommended that the

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