# SONIDA SENIOR LIVING, INC. (SNDA) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_85e1ecd4478fd4d3f7fa · retrieved 2026-08-11T15:50:04.229Z

## Overview
Sonida Senior Living, Inc. operates nursing and personal care facilities.

Sonida Senior Living, Inc. (SNDA) and CNL Healthcare Properties, Inc. (CHP) entered into an Agreement and Plan of Merger on November 4, 2025. The merger involves SNDA's wholly owned subsidiary SSL Sparti LLC (Holdco) and its subsidiary SSL Sparti Property Holdings Inc. (SNDA Merger Sub), as well as CHP Merger Corp., a wholly owned subsidiary of CHP. A definitive joint proxy statement/prospectus was filed on January 6, 2026, with a special meeting of SNDA stockholders scheduled for February 26, 2026 at 10:00 a.m. Eastern Time to vote on the proposed transaction. Following the filing of the definitive proxy statement, two lawsuits were filed by purported SNDA stockholders alleging disclosure deficiencies in the proxy materials, and SNDA received shareholder demand letters making similar allegations. SNDA and CHP have voluntarily supplemented the definitive proxy statement to mitigate litigation risks without admitting liability or changing the transaction consideration or timing.

## Terms
- Counterparty: CNL Healthcare Properties, Inc.

## Key dates
- Announced 2026-01-05 · Vote 2026-02-26 · Completed 2026-03-11

## Timeline
- 2026-01-05 · 425 (0001193125-26-001554): 425 - SONIDA SENIOR LIVING, INC. — *Sonida Senior Living, Inc. operates senior housing communities including assisted living, independent living, and memory care facilities; it is acquiring CNL Healthcare Properties, Inc. to expand its portfolio.* On December 29, 2025, Sonida Senior Living, Inc. entered into an amended and restated credit agreement with BMO Bank, N.A. as administrative agent, refinancing its existing July 24, 2024 credit agreement. The new facility comprises a $262.5 million Tranche 1 Term Loan maturing in three years, a $262.5 million Tranche 2 Term Loan maturing in five years, and a $375.0 million Revolving Credit Facility maturing in four years (extendable one additional year). Proceeds are available for acquisitions, capital expenditures, working capital, and to fund a portion of cash consideration for the previously announced acquisition of 100% of CNL Healthcare Properties, Inc. (CHP). Term loans bear interest at Term SOFR plus 1.30%–1.95% or base rate plus 0.30%–0.95%, depending on leverage; the revolver bears interest at Term SOFR plus 1.35%–2.00% or base rate plus 0.35%–1.00%. The facilities are guaranteed by existing subsidiaries and designated CHP subsidiaries and secured by first-priority pledges of equity interests and borrowing base properties.
  https://www.sec.gov/Archives/edgar/data/1043000/0001193125-26-001554.txt
- 2026-02-13 · 425 (0001193125-26-051354): 425 - SONIDA SENIOR LIVING, INC. — *Sonida Senior Living, Inc. operates nursing and personal care facilities.* Sonida Senior Living, Inc. (SNDA) and CNL Healthcare Properties, Inc. (CHP) entered into an Agreement and Plan of Merger on November 4, 2025. The merger involves SNDA's wholly owned subsidiary SSL Sparti LLC (Holdco) and its subsidiary SSL Sparti Property Holdings Inc. (SNDA Merger Sub), as well as CHP Merger Corp., a wholly owned subsidiary of CHP. A definitive joint proxy statement/prospectus was filed on January 6, 2026, with a special meeting of SNDA stockholders scheduled for February 26, 2026 at 10:00 a.m. Eastern Time to vote on the proposed transaction. Following the filing of the definitive proxy statement, two lawsuits were filed by purported SNDA stockholders alleging disclosure deficiencies in the proxy materials, and SNDA received shareholder demand letters making similar allegations. SNDA and CHP have voluntarily supplemented the definitive proxy statement to mitigate litigation risks without admitting liability or changing the transaction consideration or timing.
  https://www.sec.gov/Archives/edgar/data/1043000/0001193125-26-051354.txt
- 2026-03-11 · 8-K (0001193125-26-101103): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1043000/000119312526101103/d105266d8k.htm
- 2026-05-13 · 8-K (0001193125-26-221815): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1043000/000119312526221815/d638663d8k.htm

## Citations
- 0001193125-26-001554 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526001554
- 0001193125-26-051354 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526051354
- 0001193125-26-101103 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526101103
- 0001193125-26-221815 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526221815