CNL Healthcare Properties, Inc. 8-K

What Happened CNL Healthcare Properties, Inc. (CHP) and Sonida Senior Living, Inc. (SNDA) are proceeding with a proposed merger and CHP filed a supplement to its January 6, 2026 definitive joint proxy statement on Form 8-K dated February 13, 2026. The supplement was made after two shareholder lawsuits were filed in the New York Supreme Court (Williams v. Sonida, No. 650669/2026; Ballard v. Sonida, No. 650590/2026) and after SNDA received demand letters alleging disclosure deficiencies. CHP and SNDA deny the allegations but voluntarily supplemented the proxy to reduce litigation risk; the supplement does not change the merger consideration or the CHP annual meeting scheduled for March 6, 2026 (CHP Board continues to recommend a vote “FOR”).

Key Details

• Filing and timeline: SNDA filed a preliminary joint proxy/prospectus Dec 17, 2025 (revised Jan 2, 2026); CHP filed the definitive joint proxy/prospectus Jan 6, 2026; this supplement filed Feb 13, 2026. CHP stockholder meeting: March 6, 2026.
• Litigation: Two actions filed by purported SNDA stockholders in NY Supreme Court (Williams and Ballard); plaintiffs seek injunctions, rescission or damages, and fees. SNDA also received multiple shareholder demand letters.
• Supplemental disclosures added or clarified: confidentiality agreements with 12-month standstill provisions dated April 4, 2025 (CHP) and June 15, 2025 (SNDA); detailed valuation assumptions and ranges used by SNDA’s financial advisor (RBC Capital Markets) including CY2026 multiples, terminal growth rates and discount rates for DCF analyses (e.g., CHP terminal growth 3.0–4.0% with discount 8.5–9.5%; SNDA terminal growth 3.5–4.5% with discount 9.0–10.0%).
• Financial projections and items disclosed: SNDA standalone projections 2025E–2030E (Revenue $334.6M in 2025E to $454.2M in 2030E; Adjusted EBITDA $53.3M in 2025E to $114.3M in 2030E; Unlevered Free Cash Flow $44M in 2026E to $75M in 2030E) and a 10-year NOL utilization schedule (2026E–2035E).

Why It Matters The supplement is a defensive disclosure step by CHP and SNDA to address alleged deficiencies and to limit the risk that shareholder litigation will delay or block the merger vote. For investors, the filing (a) confirms the March 6, 2026 CHP shareholder meeting and that deal economics and timing are unchanged, (b) provides additional detail on valuation assumptions, financial forecasts and prior confidentiality/standstill agreements, and (c) highlights ongoing litigation risk that could affect SNDA’s vote timeline or incur legal costs. Retail investors should review the supplemented definitive proxy and related SEC filings before voting.