SONIDA SENIOR LIVING, INC. 8-K

What Happened

• Sonida Senior Living, Inc. announced on December 29, 2025 that it entered into an amended and restated credit agreement with BMO Bank, N.A. as administrative agent and a group of lenders. The new agreement provides aggregate Facilities of $900.0 million: two term loan tranches of $262.5 million each and a $375.0 million revolving credit facility.
• Key economic terms: the Tranche 1 term loan matures three years after the initial borrowing, the second term loan matures five years after initial borrowing, and the revolving facility matures four years after initial borrowing (with a one‑year extension option). Interest rates are either Term SOFR plus a margin (Term loans: +1.95% to +1.30%; Revolver: +2.00% to +1.35%) or a base rate plus a lower margin, both depending on Sonida’s leverage metrics.
• Proceeds may be used for acquisitions, capital expenditures, working capital and other general corporate purposes, including to fund a portion of the cash consideration for Sonida’s previously announced acquisition of CNL Healthcare Properties, Inc. (the CHP Acquisition). The Credit Agreement’s amended covenants and lender funding remain subject to concurrent closing of the CHP Acquisition and other customary conditions.

Key Details

• Facility amounts: Tranche 1 = $262.5M (3‑yr maturity); Tranche 2 = $262.5M (5‑yr maturity); Revolving = $375.0M (4‑yr maturity, one‑year extension option).
• Pricing: Term loans — Term SOFR +1.95% to +1.30% (or base rate +0.95% to +0.30%); Revolver — Term SOFR +2.00% to +1.35% (or base rate +1.00% to +0.35%), margins vary with total leverage ratio.
• Security and guarantees: Facilities are guaranteed by Sonida subsidiaries and designated CHP guarantors; secured by first‑priority pledges of equity in entities owning eligible properties (equity pledges released after the later of 12 months post‑closing and covenant compliance).
• Covenants and conditions: Includes customary affirmative/negative covenants and multiple financial tests (e.g., maximum total leverage, minimum fixed charge coverage, minimum tangible net worth) and borrowing‑base availability mechanics — if outstanding loans exceed the borrowing base, the Company must repay the excess.

Why It Matters

• This agreement, if closed alongside the CHP Acquisition, secures substantial committed financing ($900M) to support Sonida’s acquisition, capital needs and liquidity for operations. That can reduce near‑term funding risk for the transaction and planned investments.
• The financing imposes covenants, borrowing‑base tests and security that may limit Sonida’s flexibility (e.g., on dividends, additional debt and transactions with affiliates) and could require principal repayment if property values or borrowing‑base availability decline.
• Effectiveness of the amended covenants and lender commitments is contingent on completing the CHP Acquisition and other closing conditions; if those conditions aren’t met before the contract’s commitment termination, Sonida’s prior credit agreement remains in effect.