Sonida Senior Living (SNDA) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates the eighth largest U.S. senior housing owner with ~14,700 owned units and 153 communities, expanding scale and market reach in high-growth regions.

• Forms a premier pure-play senior living owner-operator, leveraging a unique owner-operator-investor model for speed, control, and flexibility.

• Expands presence in the South, Southeast, Midwest, Mountain West, and Pacific Northwest, with complementary portfolios and strong market overlap.

• Positions the platform to benefit from demographic tailwinds, sector fundamentals, and limited new supply.

• Both organizations share a resident-centric culture and commitment to high-quality care, supporting seamless cultural integration.

Financial terms and conditions

• Transaction valued at $1.8 billion, with CHP shareholders receiving $6.90 per share: $2.32 in cash and $4.58 in newly issued stock, subject to a VWAP-based collar and asymmetric exchange ratio.

• Pro forma ownership for Sonida shareholders will range from 39.5% to 50%, 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 CHP shareholders.

• Estimated Normalized FFO per share accretion of 28% to 62% in 2026, with 40% accretion at the reference price.

• Deal expected to close late Q1 or early Q2 2026, subject to customary conditions and shareholder approval.

Synergies and expected cost savings

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

• Additional upside from procurement, labor, marketing, and sales cost efficiencies due to overlapping markets and talent.

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

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