DEFA14A: CHP Urges Shareholder Vote for Sonida Merger Approval

CNL Healthcare Properties is urging shareholders to vote for its proposed merger with Sonida Senior Living, which promises full liquidity through cash and Sonida stock.

Summary

• CNL Healthcare Properties (CHP) is holding its Annual Meeting on March 6, 2026, to vote on a merger with Sonida Senior Living (NYSE: SNDA).
• Approval of the merger will convert all CHP common stock into a combination of cash and unrestricted, freely tradable Sonida stock, providing full liquidity to CHP stockholders.
• Shareholders are urged to vote 'FOR' the proposal, as not voting will have the same effect as voting 'AGAINST' it.
• The company emphasizes that a timely vote is crucial to avoid delays in delivering liquidity to stockholders.
• The record date for holders to vote common shares was December 30, 2025, with a voting deadline of March 5, 2026.

Sentiment

Score: 8

Explanation: The company's communication is highly positive and urgent regarding the proposed merger, emphasizing the benefits of liquidity for shareholders and the importance of their vote to ensure the transaction proceeds without delay. The tone is persuasive and confident in the merger's value.

Positives

• The merger offers CHP stockholders full liquidity through a combination of cash and freely tradable Sonida stock.
• The transaction provides an opportunity for CHP stockholders to make a direct impact on their investment.

Negatives

• Not voting on the merger proposal is equivalent to voting against it, potentially hindering the transaction.
• Failure to approve the transaction could lead to delays in delivering liquidity to stockholders.

Risks

• The Merger Agreement could be terminated.
• Potential for litigation and other legal proceedings related to the transaction.
• Inability to consummate the transaction due to failure to obtain requisite shareholder or regulatory approvals, or failure to satisfy other conditions.
• The proposed transaction may disrupt current plans and operations of CNL Healthcare Properties or divert management's attention.
• The anticipated benefits of the transaction may not be recognized.
• Significant costs, fees, expenses, and charges related to the transaction.
• CNL Healthcare Properties may be required to pay a termination fee if the Merger Agreement is terminated under certain circumstances.
• The announcement of the transaction could affect CNL Healthcare Properties' ability to retain and hire key personnel and maintain relationships with tenants and business partners.
• The announcement could negatively impact CNL Healthcare Properties' operating results and business generally.
• Other risks identified in CNL Healthcare Properties' and Sonida's SEC filings, including their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024.

Future Outlook

The company anticipates that the merger, if approved, will provide full liquidity to CHP stockholders through a combination of cash and freely tradable Sonida stock. Management believes the assumptions underlying forward-looking statements are reasonable, but actual results could differ materially due to various risks and uncertainties beyond the company's control.

Management Comments

• "Your vote is needed to approve the proposals outlined in the proxy statement, including a proposal to approve the transaction between CNL Healthcare Properties (CHP) and Sonida Senior Living (NYSE: SNDA) (Sonida)."
• "If approved, all shares of CHPs common stock will be converted into rights to receive a combination of cash and unrestricted, freely tradable Sonida stock providing the opportunity for CHP stockholders to receive full liquidity."
• "This is your opportunity to make a direct impact on your investment. Your vote counts!"
• "If you do not vote on the proposal to approve the merger, the effect will be the same as voting AGAINST the proposal, as described in the proxy materials."
• "Please vote today to help us obtain the votes needed to approve the transaction and avoid delays in the delivery of liquidity to you and all our stockholders."

Industry Context

The proposed merger between CNL Healthcare Properties and Sonida Senior Living reflects ongoing consolidation and strategic realignments within the healthcare and senior living real estate sectors. Such transactions often aim to achieve economies of scale, enhance market position, and provide liquidity events for shareholders of non-traded or private entities.

Legal Proceedings

• The filing mentions a risk of "the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Transactions that may be instituted against the parties and others following announcement of the Merger Agreement."

Stakeholder Impact

• **Shareholders**: Will receive full liquidity through a combination of cash and freely tradable Sonida stock if the merger is approved. Their vote is critical, and not voting is equivalent to a 'no' vote.
• **Management and Employees**: The transaction poses a risk of disrupting current plans and operations and diverting management's attention. There's also a risk regarding the ability to retain and hire key personnel.
• **Tenants and Business Partners**: The announcement of the transaction could affect the company's ability to maintain relationships with its tenants and others with whom it does business.

Next Steps

• Shareholders must vote on the merger proposal by March 5, 2026.
• The Annual Meeting will be held on March 6, 2026, to approve the transaction and other proposals.
• If approved, the transaction will proceed, leading to the conversion of CHP common stock into cash and Sonida stock.

Key Dates

Recommendation

The filing is a proxy solicitation for a merger that, if approved, will provide full liquidity to CNL Healthcare Properties stockholders through a combination of cash and Sonida Senior Living stock. The company strongly urges a 'FOR' vote, framing the transaction as beneficial. A 'hold' recommendation is appropriate as the shares are expected to be converted upon merger approval, offering a defined exit strategy for current shareholders.

Keywords

CNL Healthcare Properties, Sonida Senior Living, Merger, Acquisition, Proxy Statement, Shareholder Vote, Liquidity, Senior Living, Healthcare Real Estate, SNDA, CHP