SONIDA SENIOR LIVING, INC.
For the period ended Mar 6, 2026. Filed Mar 11, 2026.
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Mar 6, 2026 · Filed Mar 11, 2026
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Contents
INTRODUCTORY NOTE
As previously announced, on November 4, 2025, Sonida Senior Living, Inc., a Delaware corporation (the “Company” or “SNDA”), SSL Sparti LLC, a Delaware limited liability company and a wholly owned subsidiary of SNDA (“Holdco”), SSL Sparti Property Holdings Inc. (f/k/a Sparti Merger Sub, Inc.), a Maryland corporation and wholly owned subsidiary of Holdco (“SNDA Merger Sub”), 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”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof: (i) on March 10, 2026 (the “First Closing Date”), (a) CHP sold to SNDA Merger Sub equity interests in certain CHP subsidiaries (the “Equity Purchase”) in exchange for shares of common stock, $0.01 par value per share, of SNDA (“SNDA Common Stock”), (b) CHP Merger Sub merged with and into CHP, with CHP continuing as the surviving entity (the “First Merger”), and (c) CHP adopted a plan of liquidation substantially concurrently with the effective time of the First Merger (the “First Merger Effective Time”); and (ii) on March 11, 2026 (the “Second Closing Date”), CHP merged with and into SNDA Merger Sub (the “Second Merger” and, together with the Equity Purchase and the First Merger, the “Transactions”), whereupon the separate existence of CHP ceased, with SNDA Merger Sub continuing as the surviving entity of the Second Merger and a wholly-owned subsidiary of SNDA.
On March 11, 2026, the Company completed its previously announced equity financing transactions (the “Equity Financing”) in connection with the Transactions. Pursuant to the Equity Financing, the Company raised an aggregate amount of $110,000,017.12 in exchange for the issuance of 4,113,688 shares of SNDA Common Stock to (i) certain affiliates of Conversant Capital LLC (“Conversant”) and (ii) Silk Partners, LP (“Silk”, and, together with such affiliates of Conversant, the “Investors”), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the terms of an investment agreement, dated as of November 4, 2025 (the “Conversant Investment Agreement”), between the Company and certain affiliates of Conversant and an investment agreement, dated as of November 4, 2025 (the “Silk Investment Agreement” and, together with the Conversant Investment Agreement, the “Investment Agreements”), between the Company and Silk.
The Merger Agreement, the Equity Financing and the transactions contemplated thereby were previously described in the definitive joint proxy statement/prospectus (“Joint Proxy Statement/Prospectus”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on January 6, 2026.
The events described in this Current Report on Form 8-K took place in connection with the completion of the Transactions, which took place on March 10, 2026 and March 11, 2026.
| Item 1.01 | Entry into a Material Definitive Agreement |
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