DALLAS--(BUSINESS WIRE)--January 05, 2026--
Sonida Senior Living, Inc. ("Sonida" or the "Company") (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today that in connection with the previously announced definitive merger agreement (the "Merger Agreement") with CNL Healthcare Properties, Inc. ("CHP"), Sonida has obtained committed permanent debt financing ("Permanent Facilities") of $900 million, with a $350 million accordion feature that allows Sonida to increase the facilities up to $1.25 billion.
As previously communicated on November 5, 2025, Sonida will acquire 100% of the outstanding common stock of CHP for stock and cash consideration valued at approximately $1.8 billion. At the time of the Merger Agreement announcement, a 364-day committed bridge financing ("Bridge Loan Facility") of $900 million was provided by RBC Capital Markets ("RBC") and BMO Capital Markets ("BMO") to, among other things, support funding of the cash portion of the purchase price and repay CHP's existing corporate credit facilities. Sonida also obtained commitments for a $300 million secured revolving credit facility to cancel its existing revolving facility at transaction close, which will now be replaced by the Permanent Facilities.
An overview of the newly obtained facilities is as follows:
-- Revolving Credit Facility: a new and upsized $375 million four-year
secured revolving credit facility ("New Secured RCF") with a pricing
matrix between S+200 and S+135 bps depending on leverage. The New Secured
RCF reflects a significant reduction in borrowing costs compared to the
Company's existing credit facility.
-- Term Loan Facility: two new term loans, a 3-year and a 5-year facility
of $262.5 million each, with a pricing matrix of S+195 to S+130 bps
depending on leverage.
-- Accordion Feature: up to $350 million of uncommitted debt capacity
under the agreement governing these new facilities for a total capacity
of up to $1.25 billion, giving the Company the ability to continue to
support its ongoing acquisition strategy.
-- The facilities will be secured by a first priority pledge of equity
interests in the borrowing base assets with a built-in mechanism for the
equity pledge to be released and for the facilities to become unsecured
based upon compliance with certain covenant requirements.
These newly obtained facilities will reduce the Bridge Loan Facility from $900 million to $300 million and be used to fund the transaction and provide meaningful available liquidity and dry powder to the Company for its continued opportunistic acquisition strategy. The remaining Bridge Loan Facility is expected to be replaced through property-level financing.
"We are pleased by the depth of interest in supporting Sonida in its next phase of growth and welcome the increased commitment from our existing lending partners and addition of high-quality new lending relationships. The Company's new bank group deepens our access to capital markets and has the capacity to grow with us over time. Moreover, the improved borrowing structure and terms, which are more aligned with traditional REIT financing, reflect the strength of the pro-forma enterprise and the operational achievements made over the past several years," said Brandon Ribar, Sonida's President and Chief Executive Officer.
BMO Capital Markets Corp. and RBC Capital Markets serve as Joint Bookrunners for the new facilities and BMO is serving as the Administrative Agent. RBC Capital Markets, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., KeyBanc National Association, and Wells Fargo Bank, National Association serve as Co-Syndication Agents. BMO Capital Markets Corp., RBC Capital Markets, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets, and Wells Fargo Securities, LLC serve as Joint Lead Arrangers. First Financial Bank and Morgan Stanley are also participating in the new facilities.
About Sonida
Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of September 30, 2025, the Company owned, managed or invested in 97 senior housing communities across 20 states with an aggregate capacity of approximately 10,250 residents, including 84 owned senior housing communities (including four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 13 communities that the Company managed on behalf of a third-party.
For more information, visit investors.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
About CHP
CNL Healthcare Properties, Inc. is a public, non-traded real estate investment trust currently focused on institutional quality senior housing holdings, including stabilized, value-add and ground-up development assets. CHP owns a portfolio of 69 seniors housing communities (excludes one vacant land parcel) with an effective average asset age of under 16 years. The portfolio spans 26 states consisting of 54 SHOP communities and 15 NNN leased assets that comprise a total of 7,535 units. Having total gross assets of approximately $3.4 billion (143 assets) at its high watermark, CHP previously operated as a diversified healthcare real estate offering, with sizeable prior investment in complimentary medical office, post-acute and acute healthcare real estate sectors. The company has strategically invested more than $80 million over the last five years to maintain its assets' quality, functionality and condition, with finishes and amenities positioning its senior housing communities for continued growth and success.
CHP is externally managed and advised by CNL Healthcare Corp. ("Advisor"), which is an affiliate of CNL Financial Group, LLC ("Sponsor"). The Sponsor is an affiliate of CHP.
For more information, visit www.cnlhealthcareproperties.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements that include the words "expect," "will," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "could," "should," "anticipate" and similar statements of a future or forward-looking nature. The forward-looking statements are subject to certain risks and uncertainties, and actual results, events and financial condition could materially differ from those indicated in the forward-looking statements, including, among others, (1) the termination of or occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the inability to complete the proposed transaction on the anticipated terms or by the end of the Outside Date (as defined in the Merger Agreement), (2) the inability to complete the proposed transaction due to the failure to satisfy all of the conditions to closing in a timely manner or at all, including the failure to obtain the requisite stockholder approvals or to obtain the Equity Financing (as defined in the Merger Agreement), or the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, (3) costs related to the proposed transaction, including costs with respect to the Equity Financing, (4) the diversion of management's time and attention from ordinary course business operations to completion of the proposed transaction and integration matters, (5) the risk of litigation action related to the proposed transaction, (6) such other economic or other conditions in the markets CHP or Sonida are engaged in, (7) the risks, uncertainties and factors set forth under "Item. 1A. Risk Factors" in Sonida's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 17, 2025, and as such factors may be updated from time to time in Sonida's other filings with the SEC, and (8) the risks, uncertainties and factors set forth under "Item. 1A. Risk Factors" in CHP's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025, and as such factors may be updated from time to time in CHP's other filings with the SEC, which filings are accessible on the SEC's website at www.sec.gov. This list of factors is not intended to be exhaustive. Forward-looking statements only speak as of the date of this communication, and neither CHP nor Sonida assumes any obligation to update any written or oral forward-looking statement made by either Sonida or on its behalf or CHP or on its behalf as a result of new information, future events or other factors, except as required by law.
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