GF Investments Ups Stake in Sonida Senior Living

TL;DR

GF Investments now owns 10% of SOND. Big money watching.

AI Summary

On March 25, 2024, GF Investments, through entities including 1271 ASSOCIATES, LLC and PF INVESTORS, LLC, filed an amendment to their Schedule 13D, reporting a beneficial ownership of 10.0% of Sonida Senior Living, Inc. (SOND) common stock. This filing indicates a significant stake held by GF Investments and its associated entities in the company.

Why It Matters

This filing signals a substantial investment by GF Investments in Sonida Senior Living, potentially influencing the company's strategic direction or future corporate actions.

Risk Assessment

Risk Level: medium — Significant ownership changes by investment firms can indicate potential activist strategies or shifts in control, posing a medium risk to existing shareholders.

Key Numbers

• 10.0% — Beneficial Ownership (GF Investments' stake in Sonida Senior Living, Inc.)

Key Players & Entities

• GF Investments (company) — Reporting entity
• 1271 ASSOCIATES, LLC (company) — Group member of GF Investments
• PF INVESTORS, LLC (company) — Group member of GF Investments
• SONIDA Senior Living, Inc. (company) — Subject company
• Shmuel Lieberman (person) — Contact person for GF Investments
• Robert W. Downes (person) — Legal counsel for GF Investments

FAQ

Key Financial Figures

• $0.01 — resents 214,839 shares of common stock, $0.01 par value ("Common Stock"), of Sonida S
• $9.50 — e second closing at a purchase price of $9.50 per share, which purchase occurred on M
• $5.0 million — red on March 22, 2024 for approximately $5.0 million. Silk and PF Investors used a portion o
• $47.8 m — er share for aggregate consideration of $47.8 million, with Silk agreeing to purchase 1
• $15.0 million — for an aggregate price of approximately $15.0 million. The first closing under the Securities
• $10.0 million — for an aggregate price of approximately $10.0 million. The second closing under the Securitie

Filing Documents

• n1361_x49-sc13da.htm (SC 13D/A) — 127KB
• 0001539497-24-000753.txt ( ) — 128KB

Security and Issuer

Item 1. Security and Issuer. No changes.

Identity and Background

Item 2. Identity and Background. No changes.

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration.

is hereby supplemented as follows

Item 3 is hereby supplemented as follows: Pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement") that Silk and PF entered into with the Issuer and certain other Purchasers on February 1, 2024, Silk and PF purchased 526,316 shares of Common Stock in the second closing at a purchase price of $9.50 per share, which purchase occurred on March 22, 2024 for approximately $5.0 million. Silk and PF Investors used a portion of their working capital to fund the purchase.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby supplemented as follows

Item 4 is hereby supplemented as follows: The information set forth in Item 6 is incorporated by reference into this Item 4.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Except as specifically set forth below, no changes.

(a) is hereby amended and restated in its entirety as follows

Item 5(a) is hereby amended and restated in its entirety as follows: (a) Messrs. Levinson and Glick, Silk, Siget, Siget NY and 1271 Associates may be deemed to beneficially own 2,234,754 shares of Common Stock, or approximately 16.9% of the outstanding shares of Common Stock. Mr. Pluchenik may be deemed to beneficially own 2,449,593 shares of Common Stock, or approximately 18.6% of the outstanding shares of Common Stock. PF Investors may be deemed to beneficially own 214,839 shares of Common Stock, or approximately 1.6% of the outstanding shares of Common Stock. The foregoing percentage calculations are based on 13,204,164 shares of Common Stock outstanding as of March 22, 2024, which includes 11,528,724 shares of Common Stock outstanding as reported on the Issuer's Proxy Statement on Schedule 14A filed by the Issuer on February 20, 2024 and the 1,675,440 shares of Common Stock issued by the Issuer on March 22, 2024 pursuant to the Securities Purchase Agreement as reported on the Current Report on Form 8-K filed by the Issuer on February 6, 2024.

(c) is supplemented as follows

Item 5(c) is supplemented as follows: Except as set forth in Item 4, no Reporting Person has effected any transactions in the Common Stock during the past 60 days. CUSIP No. 140475104 13D Page 10 of 13 Pages

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is amended and restated in its entirety as follows

Item 6 is amended and restated in its entirety as follows: On November 3, 2021, Silk and the Conversant Investors entered into an Investor Rights Agreement with the Issuer pursuant to which the parties agreed to grant certain rights to Silk and the Conversant Investors to nominate directors to the Issuer's board of directors so long as such parties (and their affiliates and permitted transferees) beneficially own certain percentages of the issued and outstanding Common Stock. To the Reporting Persons' knowledge, the Conversant Investors beneficially own 8,570,744 shares of Common Stock. As a result of the Investor Rights Agreement and the relationship the Reporting Persons have with the Conversant Investors, the Reporting Persons may be deemed to have beneficial ownership (within the meaning of Section 13(d) of the Act) of the Conversant Shares, but the Reporting Persons expressly disclaim beneficial ownership of those shares. The Reporting Persons are responsible for the completeness and accuracy of information concerning the Reporting Persons contained herein, but are not responsible for the completeness and accuracy of information concerning the Conversant Investors contained herein or in any filings made by the Conversant Investors relating to the Conversant Shares. On February 1, 2024, Silk and PF Investors entered into the Securities Purchase Agreement with the Issuer and certain other Purchasers pursuant to which the purchasers agreed to purchase 5,026,318 shares of Common Stock in the aggregate at a price of $9.50 per share for aggregate consideration of $47.8 million, with Silk agreeing to purchase 1,427,167 shares of Common Stock and PF Investors agreeing to purchase 151,781 shares of Common Stock for an aggregate price of approximately $15.0 million. The first closing under the Securities Purchase Agreement occurred on February 1, 2024 with Silk and PF Investors purchasing an aggregate of 1,052,632 shares of Common Stock for an aggregate price of appro

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. No changes. INDEX TO EXHIBITS Exhibit 1 Joint Filing Agreement, dated as of September 7, 2018, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on September 10, 2018). Exhibit 2 Form of Investor Rights Agreement, by and among the Issuer, Silk and the Conversant Investors (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 4, 2021). Exhibit 3 Securities Purchase Agreement, dated as of February 1, 2024, by and among the Issuer and the Purchasers listed on Annex A thereto (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on February 5, 2024). CUSIP No. 140475104 13D Page 12 of 13 Pages SIGNATURE 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: March 25, 2024 SAM LEVINSON /s/ Sam Levinson SIMON GLICK /s/ Simon Glick SEYMOUR PLUCHENIK /s/ Seymour Pluchenik SILK PARTNERS, LP By Siget NY Partners, LP, a New York limited partnership and general partner of Silk Partners, LP By 1271 ASSOCIATES, LLC, a Delaware limited liability company, and general partner of Siget NY Partners, LP By /s/ Seymour Pluchenik Name: Seymour Pluchenik Title: Managing Member SIGET NY PARTNERS, L.P. By 1271 ASSOCIATES, LLC, a Delaware limited liability company and general partner of Siget NY Partners, L.P. By /s/ Seymour Pluchenik Name: Seymour Pluchenik Title: Managing Member 1271 ASSOCIATES, LLC By /s/ Seymour Pluchenik Name: Seymour Pluchenik Title: Managing Member CUSIP No. 140475104 13D Page 13 of 13 Pages PF INVESTORS, LLC By /s/ Seymour Pluchenik Name: Seymour Pluchenik Title: Manager

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