SONIDA SENIOR LIVING, INC. 8-K

What Happened

• Sonida Senior Living, Inc. (SNDA) and CNL Healthcare Properties, Inc. (CHP) are parties to a merger agreement; SNDA filed a definitive joint proxy/prospectus with the SEC on January 6, 2026 for a special stockholder meeting set for February 26, 2026 (virtual, 10:00 a.m. ET).
• After the definitive proxy was filed, two shareholder lawsuits were brought in New York Supreme Court (Williams v. Sonida, No. 650669/2026; Ballard v. Sonida, No. 650590/2026) and SNDA received demand letters alleging disclosure deficiencies. Plaintiffs seek injunctions, rescission or damages and fees.
• SNDA says the claims lack merit but, without admitting liability, voluntarily supplemented the definitive proxy to reduce litigation risk and avoid delays. The supplement updates background disclosures, valuation assumptions used by SNDA’s financial advisor (RBC Capital Markets), certain financial multiples, and SNDA’s standalone projections and NOL utilization. SNDA states the supplement does not change the deal consideration or meeting timing and the Board continues to recommend a vote “FOR.”

Key Details

• Lawsuits & letters: Two actions filed (Williams and Ballard, NY Supreme Court) and multiple shareholder demand letters alleging insufficient disclosures.
• Meeting & filings: Definitive proxy filed/declared effective Jan 6, 2026; SNDA Special Meeting scheduled Feb 26, 2026 at 10:00 a.m. ET (virtual).
• Valuation updates: CHP selected-company multiples observed for CY2026E FFO were 17.8x–22.2x (AFFO 21.1x–24.9x); SNDA selected-company CY2026E FFO multiples 19.7x–30.5x (AFFO 24.0x–35.0x). DCF assumptions: CHP terminal growth 3.0%–4.0% and discount 8.5%–9.5%; SNDA terminal growth 3.5%–4.5% and discount 9.0%–10.0%.
• Projections (standalone SNDA): 2026E revenue $365.9M; 2026E EBITDA $64.6M; 2026E Adjusted EBITDA $74.1M; 2026E unlevered free cash flow ~$44M. SNDA added a projected 10‑year NOL utilization table (2026–2035).

Why It Matters

• For investors, the supplement signals SNDA is addressing litigation-related disclosure challenges that could otherwise delay the vote or closing. The company maintains the proposed transaction terms and timetable and recommends shareholders vote in favor.
• The filing also provides additional detail on RBC’s valuation inputs and SNDA’s financial outlook (useful when evaluating the fairness opinion and deal rationale). However, litigation remains a risk that could affect timing, costs or outcomes — investors should review the definitive proxy and this supplement before voting.