Conversant Capital Amends Sonida Senior Living Stake

TL;DR

**Conversant Capital just updated its stake in Sonida Senior Living, watch for potential stock movement.**

AI Summary

Conversant Capital LLC, along with its affiliates Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, filed an Amendment No. 3 to their Schedule 13D on February 6, 2024, regarding their ownership in Sonida Senior Living, Inc. This filing indicates a change in their beneficial ownership, specifically noting the date of the event requiring this filing as February 1, 2024. This matters to investors because Conversant Capital is a significant shareholder, and changes in their holdings or intentions can signal their confidence in Sonida's future, potentially influencing the stock price.

Why It Matters

This filing updates the market on a major investor's position in Sonida Senior Living, Inc., which can impact investor sentiment and the stock's valuation.

Risk Assessment

Risk Level: medium — Changes in significant shareholder positions can introduce volatility and uncertainty for other investors.

Analyst Insight

Investors should monitor subsequent filings from Conversant Capital LLC for further details on their intentions or any significant changes in their stake, as this could signal future strategic moves or changes in their outlook on Sonida Senior Living, Inc.

Key Players & Entities

• Conversant Capital LLC (company) — filing person and significant shareholder of Sonida Senior Living, Inc.
• Sonida Senior Living, Inc. (company) — the subject company whose securities are being reported
• Conversant Dallas Parkway (A) LP (company) — group member affiliated with Conversant Capital LLC
• Conversant Dallas Parkway (B) LP (company) — group member affiliated with Conversant Capital LLC
• Paul Dumaine (person) — contact person for Conversant Capital LLC
• John M. Bibona (person) — legal counsel for Conversant Capital LLC from Fried, Frank, Harris, Shriver & Jacobson LLP
• $0.01 (dollar_amount) — par value per share of Sonida Senior Living, Inc. Common Stock

FAQ

Key Financial Figures

• $0.01 — , Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of
• $9.50 — e Securities Act of 1933, at a price of $9.50 per share. The Private Placement is ex

Filing Documents

• ff2993276_13da3-sonida.htm (SC 13D/A) — 201KB
• 0000895345-24-000029.txt ( ) — 203KB

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: The disclosure set forth in Item 4 below of this Amendment regarding the acquisition shares of Common Stock in the first closing of the Private Placement is incorporated herein. Item 4. Purpose of Transaction.

is hereby amended by the addition of the following

Item 4 is hereby amended by the addition of the following: As disclosed on a Current Report on Form 8-K filed by the Issuer with the Commission on February 6, 2024 (" Issuer Private Placement 8-K "), the Conversant Investors, along with other investors, entered into a securities purchase agreement (the " Securities Purchase Agreement ") with the Issuer pursuant to which Investor A agreed to purchase 1,892,457 shares of Common Stock and Investor B agreed to purchase 1,265,438 shares of Common Stock in a private placement transaction (the " Private Placement ") pursuant to Section 4(a)(2) of the Securities Act of 1933, at a price of $9.50 per share. The Private Placement is expected to occur in two closings. At the first closing, which was completed on February 1, 2024, the Company issued and sold 1,261,638 shares of Common Stock to Investor A and 843,625 shares of Common Stock to Investor B, along with additional shares to the other participating purchasers. The Conversant Investors paid for the shares of Common Stock acquired in the first closing of the Private Placement using a combination of their existing investment capital and by calling capital from its investors. At the second closing, which is anticipated to occur on or about March 22, 2024, the Issuer is expected to issue the remaining 630,819 shares of Common Stock to Investor A and 421,813 shares of Common Stock to Investor B, along with additional shares to the other participating purchasers. The second closing is subject to the Issuer's stockholders approving an amendment to the Issuer's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock by an additional 15,000,000 shares (the " Stockholder Approval ") and other customary closing conditions. The Securities Purchase Agreement provides that the Company will use its reasonable best efforts to obtain the Stockholder Approval at a meeting of the Company's stockholders no later than Apr

(c) is hereby amended and restated to read as follows

Item 5(c) is hereby amended and restated to read as follows: (c) The disclosure set forth above in Item 4 of this Amendment regarding the acquisition of the shares of Common Stock in the first closing of the Private Placement is incorporated herein. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended by the addition of the following

Item 6 is hereby amended by the addition of the following: The disclosure set forth above in Item 4 of this Amendment regarding the Securities Purchase Agreement is incorporated herein. Item 7. Material to be Filed as Exhibits.

is hereby amended by the addition of the following

Item 7 is hereby amended by the addition of the following: Exhibit No. Description 1.6 Securities Purchase Agreement, dated as of February 1, 2024, by and between Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Silk Partners, LP, PF Investors, LLC, Solas Capital Partners, LP, Solas Capital Partners II, LP, Blackwell Partners LLC - Series A, and Paul J. Isaac (incorporated by reference herein to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Commission on February 6, 2024).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 5, 2024 CONVERSANT DALLAS PARKWAY (A) LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT DALLAS PARKWAY (B) LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT GP HOLDINGS LLC /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT CAPITAL LLC /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer MICHAEL SIMANOVSKY /s/ Paul Dumaine Name: Paul Dumaine Title: Attorney-in-fact for Michael J. Simanovsky

View Full Filing

View this SC 13D/A filing on SEC EDGAR