# CNL Healthcare Properties, Inc. — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_7e471c6cb4f703813c00 · retrieved 2026-08-11T16:13:05.664Z

## Overview
CNL Healthcare Properties, Inc. is a non-traded real estate investment trust focused on institutional quality senior housing holdings, including stabilized, value-add and ground-up development assets, owning a portfolio of 69 senior housing communities and one vacant land parcel spanning 26 states with 7,535 units.

Sonida Senior Living, Inc. (SNDA) has agreed to acquire CNL Healthcare Properties, Inc. (CHP) pursuant to an Agreement and Plan of Merger dated November 4, 2025. Each share of CHP Common Stock will be converted into $2.32 in cash plus a variable number of SNDA Common Stock shares (calculated as $4.58 divided by the volume-weighted average price during a ten-day measurement period, subject to a 15%-30% collar around the $26.74 reference price), resulting in a total implied consideration of $6.90 per share. Concurrently, affiliates of Conversant Capital LLC and Silk Partners, LP will invest approximately $110 million in SNDA for 4,113,688 shares of SNDA Common Stock at $26.74 per share in a private placement. Following the transactions, pre-transaction SNDA stockholders (including the Investors) will hold 39.5%-50% of SNDA Common Stock on a fully diluted basis, while former CHP stockholders will hold 50%-60.5%, depending on the measurement-period VWAP.

## Terms
- Counterparty: Sonida Senior Living, Inc. · Consideration: mixed · Stake: 50% · Price/share: $6.9

## Key dates
- Record 2025-12-30 · Vote 2026-02-26 · Expected close 2026-06-30

## Timeline
- 2026-01-06 · DEFM14A (0001193125-26-003553): DEFM14A - CNL Healthcare Properties, Inc. — *CNL Healthcare Properties, Inc. is a non-traded real estate investment trust focused on institutional quality senior housing holdings, including stabilized, value-add and ground-up development assets, owning a portfolio of 69 senior housing communities and one vacant land parcel spanning 26 states with 7,535 units.* Sonida Senior Living, Inc. (SNDA) has agreed to acquire CNL Healthcare Properties, Inc. (CHP) pursuant to an Agreement and Plan of Merger dated November 4, 2025. Each share of CHP Common Stock will be converted into $2.32 in cash plus a variable number of SNDA Common Stock shares (calculated as $4.58 divided by the volume-weighted average price during a ten-day measurement period, subject to a 15%-30% collar around the $26.74 reference price), resulting in a total implied consideration of $6.90 per share. Concurrently, affiliates of Conversant Capital LLC and Silk Partners, LP will invest approximately $110 million in SNDA for 4,113,688 shares of SNDA Common Stock at $26.74 per share in a private placement. Following the transactions, pre-transaction SNDA stockholders (including the Investors) will hold 39.5%-50% of SNDA Common Stock on a fully diluted basis, while former CHP stockholders will hold 50%-60.5%, depending on the measurement-period VWAP.
  https://www.sec.gov/Archives/edgar/data/1496454/0001193125-26-003553.txt
- 2026-02-13 · 425 (0001193125-26-051609): 425 - CNL Healthcare Properties, Inc. — *CNL Healthcare Properties, Inc. is a real estate investment trust that owns and operates healthcare properties.* CNL Healthcare Properties, Inc. (CHP) and Sonida Senior Living, Inc. (SNDA) entered into an Agreement and Plan of Merger on November 4, 2025, involving CHP Merger Corp., a wholly owned subsidiary of CHP, and SSL Sparti LLC and SSL Sparti Property Holdings Inc., wholly owned subsidiaries of SNDA. CHP stockholders will vote on the proposed merger at the CHP Annual Meeting scheduled for March 6, 2026 at 10:00 a.m. Eastern Time in Orlando, Florida. Following the filing of the Definitive Proxy Statement on January 6, 2026, two lawsuits have been filed by purported SNDA stockholders alleging disclosure deficiencies in the proxy materials; however, SNDA and CHP have voluntarily supplemented the Definitive Proxy Statement to mitigate litigation risk without admitting liability or changing the consideration or timing of the meeting.
  https://www.sec.gov/Archives/edgar/data/1496454/0001193125-26-051609.txt

## Citations
- 0001193125-26-003553 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526003553
- 0001193125-26-051609 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526051609