Conversant Capital Amends Sonida Senior Living Stake Filing

TL;DR

Conversant Capital updated its Sonida Senior Living filing on 8/21. Still watching.

AI Summary

Conversant Capital LLC, a significant shareholder, has filed an amendment to its Schedule 13D regarding Sonida Senior Living, Inc. The filing, dated August 21, 2024, indicates a change in beneficial ownership. Conversant Capital LLC is actively involved with the company, as evidenced by previous filings and ongoing engagement.

Why It Matters

This amendment signals ongoing activity and potential strategic shifts by a major shareholder in Sonida Senior Living, which could influence the company's future direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor involvement, which can lead to significant corporate changes and stock volatility.

Key Players & Entities

• Conversant Capital LLC (company) — Filing entity and significant shareholder
• Sonida Senior Living, Inc. (company) — Subject company of the filing
• Paul Dumaine (person) — Contact person for Conversant Capital LLC

FAQ

Key Financial Figures

• $0.01 — , Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of
• $75,000,000 — iates, were permitted to purchase up to $75,000,000 of shares of Common Stock of the Issuer

Filing Documents

• ff3773251_13da5-conversant.htm (SC 13D/A) — 454KB
• ex1_9nv.htm (EX-1) — 12KB
• ex1_10.htm (EX-1) — 44KB
• ex99_1.htm (EX-99) — 21KB
• 0000895345-24-000365.txt ( ) — 533KB

is hereby amended and restated to read as follows

Item 2 is hereby amended and restated to read as follows: (a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), by: i. Conversant Dallas Parkway (A), L.P., a Delaware limited partnership (" Investor A "); ii. Conversant Dallas Parkway (B), L.P., a Delaware limited partnership (" Investor B "); iii. Conversant Dallas Parkway (D), L.P., a Delaware limited partnership (" Investor D "); iv. Conversant PIF Aggregator A LP, a Delaware limited partnership (" Aggregator A " and together with Investor A, Investor B and Investor D, the " Conversant Investors "); v. Conversant GP Holdings LLC, a Delaware limited liability company (" Conversant GP "); vi. Conversant Private GP LLC, a Delaware limited liability company (" Conversant Private GP "); vii. Michael J. Simanovsky, a citizen of the United States of America; and viii. Conversant Capital LLC, a Delaware limited liability company (" Conversant Capital ") and together with the Conversant Investors, Conversant GP, Conversant Private GP and Mr. Simanovsky, the " Reporting Persons "). Investor A, Investor B and Investor D are alternative investment vehicles of Conversant GP established for purpose of investing in Issuer's securities. Aggregator A is an alternative investment vehicle of Conversant Private GP established for purpose of investing in Issuer's securities. Conversant Capital is the investment manager of and makes investment decisions for the Conversant Investors. Mr. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general partner of each of Investor A, Investor B and Investor D. Conversant Private GP is the general partner of Aggregator A. Mr. Simanovsky is the managing member of Conversant GP and Conversant Private GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, Conversant Private GP and Mr. Simanovsky may be deemed to beneficially ow

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: The disclosure set forth below in Item 4 of this Amendment regarding the closing of the Offering (as defined below) 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 the Registration Statement on Form S-3 filed by the Issuer with the SEC on July 19, 2024, and supplemented by the Prospectus Supplement filed by the Issuer with the SEC on August 15, 2024, the Issuer, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and BMO Capital Markets Corp, as representatives of the underwriters (" Representatives "), entered into an Underwriting Agreement providing for a public offering of 4,300,000 shares of Common Stock of the Issuer (the " Offering "). On August 12, 2024, pursuant to the Investor Rights Agreement, Investor A and Investor B consented to the Offering and waived any preemptive rights with respect thereto, provided that such waiver of preemptive rights was only effective if Investor A and Investor B, and/or their affiliates, were permitted to purchase up to $75,000,000 of shares of Common Stock of the Issuer pursuant to the Offering at the public offering price. Such waiver of preemptive rights is solely applicable for the Offering and does not affect the rights of Investor A and Investor B under the Investor Rights Agreement with respect to any other transactions or offerings. In connection with the Offering, Investor A, Investor B and Investor D have also entered into a Lock-up Agreement on August 15, 2024, pursuant to which Investor A, Investor B and Investor D have agreed, for a period starting from the date thereof and ending on the date that is 90 days after the date of the final prospectus supplement, not to, without the prior consent of the Representatives on behalf of the underwriters, among other actions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by them or any other securities so

(c) is hereby amended by the addition of the following

Item 5(c) is hereby amended by the addition of the following: (c) The disclosure set forth above in Item 4 of this Amendment is incorporated herein. CUSIP NO. 140475203 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 is incorporated herein. Item 7. Material to be Filed as Exhibits

is hereby amended by the replacement of Exhibit 99.1

Item 7 is hereby amended by the replacement of Exhibit 99.1. 1.9 Consent and Waiver of Preemptive Rights, dated August 12, 2024. 1.10 Lock-up Agreement, dated August 15, 2024 99.1 Joint Filing Agreement, dated August 21, 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: August 21, 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 DALLAS PARKWAY (D) LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT PIF AGGREGATOR A LP By: Conversant Private GP LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel 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 J. SIMANOVSKY /s/ Paul Dumaine Name: Paul Dumaine Title: Attorney-in-Fact for Michael J. Simanovsky CONVERSANT PRIVATE GP LLC /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR