Sonida Senior Living (SNDA) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates the eighth largest U.S. senior housing owner-operator with 153 communities and ~14,700 owned units, enhancing scale, market reach, and positioning as a pure-play platform.

• Expands presence in high-growth regions with complementary portfolios, supporting long-term growth and regional densification.

• Combines balanced geographic diversification, strong market overlap, and a resident-centric culture for seamless integration and operational synergies.

• Leverages a unique owner-operator-investor model for speed, control, and flexibility in asset management and future acquisitions.

• Positions the company to benefit from demographic tailwinds and sector fundamentals.

Financial terms and conditions

• Transaction valued at approximately $1.8 billion, with each CHP share converted into $2.32 in cash and a variable number of newly issued stock, subject to an asymmetric collar.

• Consideration is 66% stock and 34% cash, with Sonida shareholders owning 39.5% to 50% of the combined company depending on the final exchange ratio.

• Funded by $900 million in debt, $110 million in new equity from major shareholders, and $800 million in stock issued to target shareholders.

• Collar mechanism ensures full consideration for target shareholders and potential upside for acquirer shareholders.

• Pro forma enterprise value is ~$3.0 billion, with $195 million pro forma adjusted EBITDA.

Synergies and expected cost savings

• Annual cost synergies of $16–$20 million expected within 12 months post-closing, mainly from G&A savings and elimination of external advisor fees.

• Additional synergies anticipated from procurement, labor, marketing, and leveraging operational capabilities.

• Transaction is highly accretive to Normalized FFO per share, with projected accretion of 28% to 62% in 2026.

• G&A as a percent of revenue will be reduced, leveraging existing overhead and operational efficiencies.

• Upside identified in cost savings across a $500 million cost base.