Sonida Senior Living, Inc. · NYSE:SNDA
Sonida Senior Living — Merger or Acquisition (November 2025)
24 slides from Sonida Senior Living's merger presentation, Nov 5, 2025
Slide 1: Sonida and CNL Healthcare Properties: A Compelling Combination
Sonida and CNL Healthcare Properties A Compelling Combination November 5, 2025
Slide 2: Disclaimer
Disclaimer Important Information and Where to Find It • This presentation relates to a proposed transaction involving the Sonida Senior Living, Inc. (“Sonida”) and CNL Healthcare Properties, Inc. (“CHP”). In connection with the proposed transaction, Sonida and CHP will each file relevant materials w
Slide 3: Transaction Overview
Transaction Overview • Sonida Senior Living, Inc. (“Sonida” or the “Company”) to merge with CNL Healthcare Properties, Inc. (“CHP”) Transaction Detail • CHP shareholders to receive $6.90 consideration per share, comprised of $2.32 in cash and $4.58 in newly issued Sonida stock (exchange ratio to be
Slide 4: Strategic Rationale
Strategic Rationale The combination of Sonida and CHP creates a scaled, pure-play, high-growth and differentiated senior housing platform positioned to capitalize on long-term sector tailwinds Leading Pure-Play Senior Housing Owner-Operator • Combination creates the 8th largest (1) U.S. senior housi
Slide 5: Meaningful Financial Benefits for Shareholders
Meaningful Financial Benefits for Shareholders Financial Benefits of the Transaction Sonida Current Sonida Pro Forma Significantly reduces leverage and increases balance sheet Low-9x Mid- to Upper-7x capacity Leverage Leverage Incremental scale in G&A and management fee / regional operating 8.9% 7
Slide 6: Leading Pure-Play Publicly-Traded U.S. Senior Housing Company
Leading Pure-Play Publicly-Traded U.S. Senior Housing Company $3.0bn $195mm(1) Combined Enterprise Value Adjusted EBITDA Ashton at Anderson The Addison of St. Johns 153 14,700 Cincinnati, OH Jacksonville, FL Owned Properties(2) Owned Units(2) (No Operating Leases) (No Operating Leases) 100% 8th Larg
Slide 7: Asymmetric Collar Overview: Range of Accretion and Share Ownership
Asymmetric Collar Overview: Range of Accretion and Share Ownership Collar provides potential for incremental upside to Sonida shareholders and stability of share value within the collar range for CHP shareholders Asymmetric Collar range set at 15% discount and 30% premium to Sonida Reference price
Slide 8: Highly Complementary Portfolios
Highly Complementary Portfolios (Figures rounded for illustrative purposes) Sonida CHP (1) Pro Forma Combination Enterprise Value $1.2 Billion $1.8 Billion $3.0 Billion 2026E Adj. EBITDA $75 Million $100 Million $195 Million (rounded) (2) Owned Units (3) 7,200 7,500 14,700 % Senior Housing 100% 100%
Slide 9: Meaningful Geographic Overlap
Meaningful Geographic Overlap Combination creates leading pure-play senior housing player with balanced diversification in demographically attractive key geographies ~80% of Combined Portfolio NOI in Overlapping States or Strategic Regional Clusters (1) Attractive Markets & Strong Underlying Demogra
Slide 10: High Quality Senior Housing Portfolio
High Quality Senior Housing Portfolio Acquiring 69 high quality, well-invested Senior Housing communities (54 SHOP) that are complementary to Sonida’s existing portfolio Top 20 assets (approx. 80% of NOI) located in attractive markets with household incomes, home values and 75+ population net wort
Slide 11: A New Top 10 U.S. Senior Housing Owner
A New Top 10 U.S. Senior Housing Owner Combination Creates 8th Largest U.S. Senior Housing Owner # Company Properties Units 1 1,067 112,641 100% Senior Housing 2 756 73,570 3 376 32,448 4 180 24,542 85% SHOP NOI (Private) (% of Pro Forma Company NOI) (4) 5 224 24,173 6 171 17,660 7 146 16,084 $3bn E
Slide 12: Integrated Operating Model that Benefits from Market Densification
Integrated Operating Model that Benefits from Market Densification Fully Integrated Operating and Investor Model driving higher synergies and returns for shareholders Benefits of Regional Densification Strategy Unique Owner / Operator / Investor Model Leverages local and regional operating structu
Slide 13: U.S. Senior Housing Trends: Continued Favorable Set-Up
U.S. Senior Housing Trends: Continued Favorable Set-Up Demographic-driven Demand Acceleration + Market-driven Decelerating Supply Senior Housing Demand Expected to Increase Further as 80+ Population Expands Limited New Supply Expected to Drive Multi-Year Occupancy Gains 80+ Demographic Growth Rates
Slide 14: Multiple Levers for Sustained Long-Term Growth
Multiple Levers for Sustained Long-Term Growth Flexible balance sheet and strong free cash flow profile position the Company to drive additional investment Continued Same-Store Value-Add ContinuedUnique Inorganic Upside Growth as Owner, Community Growth Investment Strategy Strategy Operator & Invest
Slide 15: Upside from Initial and Future Potential Synergies
Upside from Initial and Future Potential Synergies Immediate G&A savings from external advisor fees and public company costs (expected to be realized within first year); future upside to be evaluated across combined company operating cost base of >$500 million Initial Synergies (Year One Run-Rate) F
Slide 16: Approach to Merger Integration
Approach to Merger Integration Management team has extensive experience integrating senior housing operations at Sonida and scaling businesses over their careers Sonida team has integrated assets from 8 different operators over the past 18 months with a consistent track record driving occupancy ga
Slide 17: Deep and Experienced Leadership Team
Deep and Experienced Leadership Team The leadership team has executed on key initiatives to scale Experienced Management Team (Year Joined) the operating platform and grow its asset base Brandon Ribar Kevin Detz Assembled deep management team led by Brandon Ribar Chief Financial Officer Chief Exec
Slide 18: Transaction Highlights
Transaction Highlights The combination of Sonida and CHP creates a pure-play, high-growth and differentiated senior housing platform of scale that is primed to capitalize on long-term sector tailwinds Top 10 U.S. Senior Housing Company with approximately 14,700 Owned Units Meaningfully Accretive to
Slide 19: Appendix
Appendix 19
Slide 20: Sources and Uses
Sources and Uses Transaction consideration of ~$1.8 billion funded with Sonida common stock and $900 million committed bridge financing; additional $300 million upsized Revolving Credit Facility providing dry powder Incremental common equity commitment of $110 million from Conversant and Silk Ad
Slide 21: Enhanced Balance Sheet Positioned for Future Growth
Enhanced Balance Sheet Positioned for Future Growth Pro Forma Capitalization (at Reference Price; subject to collar) Pro Forma Leverage Sonida Pro Net Debt / Adjusted EBITDA (1) ($mm, unless noted) Pre-Transaction Forma Reference Price $26.74 $26.74 (2) Fully Diluted Shares Outstanding 19.0 52.9 Imp
Slide 22: Definitions
Definitions Available Units is defined by the Company as all units that are part of the Total Portfolio, excluding those that were out of service for the named period. Available Units is used in the calculation of RevPAR and occupancy. RevPOR, or average monthly revenue per occupied unit, is defined
Slide 23: Non-GAAP Financial Measures
Non-GAAP Financial Measures This Presentation may contain the financial measures (1) Net Operating Income, (2) Net Operating Income Margin, (3) Adjusted EBITDA, (4) Normalized FFO and (5) Same-store amounts for these metrics, each of which is not calculated in accordance with U.S. Generally Accepted
Slide 24: Healthcare Properties
Healthcare Properties
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