Sonida Senior Living to acquire CNL Healthcare Properties in stock+cash deal valued at $6.90/CHP share

SONIDA SENIOR LIVING, INC.

• Per CHP share: $2.32 cash + $4.58 in SNDA stock based on $26.74 reference price (collar -15%/+30%).
• Equity financing: $100M from Conversant and $10M from Silk at $26.74/share; debt: $900M bridge loan + $150M revolver increase to $300M.
• Termination fees: $30M payable by either party under certain conditions; each provided $15M letter of credit.
• Voting agreement: Conversant entities (52.6% voting power) agree to vote in favor; post-closing board seats for Conversant and Silk.
• Closing conditions: stockholder approvals, regulatory OKs, no material adverse effect; outside date May 29, 2026.

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