Sonida Senior Living Completes \$1.8 Billion Strategic Merger with CNL Healthcare Properties: Major Expansion and Financial Impact

Key Highlights of the Report

• Sonida Senior Living (NYSE: SNDA) has completed its \$1.8 billion cash and stock merger with CNL Healthcare Properties (CHP), creating a \$3.3 billion pure-play senior housing owner-operator and making Sonida the eighth largest owner of U.S. senior living assets.
• Accretive to Shareholders: The merger is expected to deliver a 62% run-rate basis accretion in Normalized FFO per share, with substantial near-term and future synergies anticipated.
• Immediate Deleveraging & Enhanced Capital Access: Sonida’s balance sheet is strengthened with immediate deleveraging and increased access to capital markets.
• Expanded Portfolio: Sonida now owns 153 high-quality independent living, assisted living, and memory care communities, totaling approximately 14,700 owned units, with a broader geographic presence including the South, Southeast, Midwest, Mountain West, Pacific Northwest, and Mid-Atlantic.
• Governance Changes: The combined company’s Board will include two CHP designees and key appointments from major shareholders, reflecting new strategic influences.
• Financing Secured: \$930 million in permanent debt financing and an expanded revolving credit facility provide robust liquidity for ongoing operations and future acquisitions.
• Integration and Synergies: Dedicated CHP advisory resources will be available for 90 days, with some CHP staff joining Sonida permanently, supporting integration and a smooth transition.

Detailed Transaction Overview

Sonida Senior Living, Inc. has finalized its acquisition of CNL Healthcare Properties, Inc., a public non-traded REIT, in a deal valued at approximately \$1.8 billion. The transaction, structured as a combination of cash and stock, results in Sonida owning 100% of CHP. The combined company will continue to trade under the “SNDA” ticker symbol on the NYSE, affirming continuity for shareholders.

The new combined portfolio consists of 153 senior housing communities—spanning independent, assisted, and memory care—with about 14,700 owned units. This expansion solidifies Sonida’s position as the eighth largest owner of senior living assets in the U.S., and diversifies its market coverage to include high-growth regions across 35 states.

Shareholder and Voting Details

The merger was overwhelmingly approved by shareholders, with approximately 91% of eligible Sonida stockholders participating and 88.9% voting in favor of the deal. The final consideration to CHP stockholders was \$7.22 per share (\$2.32 in cash and 0.1318 Sonida shares per CHP share), using an exchange ratio based on a calculated VWAP of Sonida’s stock price during the pre-closing measurement period. Importantly, Sonida shareholders own 50% of the combined company’s diluted equity, ensuring balanced participation in future value creation.

Financial Structure and Immediate Impact

• \$930 million in new permanent debt financing (with an uncommitted accordion feature up to \$1.25 billion) replaces Sonida’s prior credit facilities and supports the cash portion of the transaction, refinancing CHP’s legacy debt and providing significant ongoing liquidity.
• Facilities include:
  • \$405 million upsized four-year revolving credit facility at significantly lower borrowing costs.
  • Two new term loan facilities (\$262.5 million each for three- and five-year terms) with favorable leverage-based pricing.
  • An accordion feature to further increase borrowing capacity for future acquisitions.
• Initial bridge loan financing of \$900 million was secured at deal announcement, with \$270 million drawn at close. The company expects to replace this bridge facility with property-level financing before maturity.
• Proceeds were used for merger-related cash payments, debt repayments, transaction expenses, and general corporate purposes. The expanded revolver offers further dry powder for opportunistic growth.

Corporate Governance and Leadership

• The Board remains at nine members, now including two CHP designees (Stephen Mauldin and J. Chandler Martin).
• Michael Simanovsky (Conversant Capital, Sonida’s largest shareholder) becomes Board Chairman; Sam Levinson (Silk Partners) joins the Board effective May 1, 2026, reflecting the influence of top shareholders.

Integration, Strategic Vision, and Synergies

Sonida’s management, led by President and CEO Brandon Ribar, emphasized the immediate accretive nature of the deal, the doubling of the company’s owned footprint, and strengthened presence in attractive markets. CHP’s advisory team will support Sonida for 90 days post-close, with select staff joining permanently, ensuring integration continuity and operational stability.

The company anticipates substantial operating synergies, future NOI growth, greater share liquidity, and broader capital market access. Sonida remains committed to disciplined organic and inorganic growth, with a fundamental focus on delivering high-quality care and services to residents.

Potentially Price-Sensitive Information for Investors

• The merger is expected to be immediately accretive to Normalized FFO per share (62% accretion on a run-rate basis), which may positively impact share price upon realization of synergies and operational improvements.
• The company’s increased scale, improved leverage profile, and access to over \$1 billion in potential credit capacity position Sonida for further acquisitions and growth, supporting long-term value creation.
• Significant board and management changes reflect new strategic directions and potentially increased influence from large shareholders.
• Risks remain around integration, labor market conditions, refinancing needs, and macroeconomic factors, as highlighted in the company’s forward-looking statements and risk disclosures.

Transaction Advisors and Partners

Multiple top-tier financial and legal advisors participated, including RBC Capital Markets (lead financial advisor), BMO Capital Markets, Newmark Group, Fried Frank Harris Shriver & Jacobson LLP, Sidley Austin LLP, Arnold & Porter, and Ropes & Gray LLP. Lending and syndication partners include RBC, BMO, Citizens Bank, JPMorgan Chase, KeyBank, Wells Fargo, First Financial Bank, Morgan Stanley, and Goldman Sachs.

Company Profile Post-Merger

As of March 11, 2026, Sonida owns, manages, or is invested in 165 senior housing communities with over 16,400 units across 35 states. These include 153 wholly owned communities, 15 leased, 4 in consolidated joint ventures, 4 in unconsolidated joint ventures, and 12 communities managed for third parties.

Sonida remains focused on compassionate, resident-centric care with engaging programming—an essential value proposition for both residents and investors.

Forward-Looking Statements and Risks

The company cautions that forward-looking statements (including anticipated financial benefits, accretion, and synergies) are subject to risks such as integration challenges, refinancing needs, labor market pressures, regulatory changes, and macroeconomic volatility. Detailed risks are disclosed in Sonida’s SEC filings.

Non-GAAP Financial Measures

The company uses Normalized FFO per share as a key performance measure, adjusting for depreciation, transaction costs, impairments, and other non-recurring items. Investors should note that this non-GAAP measure is not directly comparable across companies.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review Sonida Senior Living’s SEC filings and consult their financial advisors regarding risks and suitability before making investment decisions. All forward-looking statements are subject to risks and uncertainties as outlined by the company.

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