CNL Healthcare Properties to be Acquired by Sonida Senior Living in $1.8 Billion Merger
The White Law Group continues to investigate potential securities claims involving broker-dealers who may have improperly recommended CNL Healthcare Properties to investors.
CNL Healthcare Properties Inc., a public, non-traded real estate investment trust (REIT) that owns a national portfolio of senior housing communities, has announced that it will be acquired by Sonida Senior Living Inc. (NYSE: SNDA) in a definitive cash-and-stock merger agreement valued at approximately $1.8 billion.
Under the terms of the deal, Sonida will acquire 100% of CNL Healthcare Properties, creating one of the largest senior housing owner-operators in the U.S. The transaction — unanimously approved by both companies’ boards — is expected to close in the first half of 2026, subject to shareholder and regulatory approval.
Transaction Details
According to the companies’ joint announcement, each CNL share is valued at approximately $6.90, representing a modest premium to the REIT’s NAV of $6.64 as of December 31, 2024.
CNL shareholders will receive a mix of cash and Sonida common stock for each share they own:
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66% in newly issued Sonida stock (approximately $4.58 in value), and
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34% in cash (approximately $2.32 per share).
The stock portion of the merger consideration will be adjusted based on Sonida’s share price prior to closing, with an asymmetric collar designed to protect against volatility:
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If Sonida’s stock price falls below $22.73, the exchange ratio is fixed at 0.2015 shares.
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If the price rises above $34.76, the exchange ratio is capped at 0.1318 shares.
Upon closing, the combined company is expected to have an equity market capitalization of roughly $1.4 billion and an enterprise value of about $3 billion.
Sonida also anticipates $16 million to $20 million in annual cost synergies, primarily from the elimination of CNL’s external advisory contract.
Background on CNL Healthcare Properties
CNL Healthcare Properties had been exploring “strategic alternatives” since 2018, including possible liquidation, sales, or mergers. The company’s most recent NAV valuation reflected a steady decline in share value over recent years:
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$6.28 per share as of December 31, 2023, down from
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$6.92 per share as of December 31, 2022, citing inflationary pressures and higher interest rates.
Before this merger announcement, Comrit Investments 1 LP had made multiple tender offers to purchase CNL shares for prices ranging from $3.94 to $4.11 per share, suggesting steep losses for investors who originally purchased shares at $10 per share.
While the Sonida merger offers a slight premium to CNL’s NAV, it remains uncertain whether investors who have been locked into the illiquid REIT for years will ultimately benefit from this transaction.
Potential Concerns for Investors
Non-traded REITs like CNL Healthcare Properties are illiquid and complex investments, often marketed to retail investors as stable income-producing opportunities. In reality, these products carry significant risks, including:
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Limited redemption opportunities
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Lack of a public trading market
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High upfront commissions and fees
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Valuation uncertainty
Broker-dealers have a duty to ensure that investment recommendations are suitable based on the investor’s age, financial situation, risk tolerance, and objectives. Failure to perform due diligence or adequately disclose risks may constitute a violation of securities laws.
Recovery of Investment Losses: CNL Healthcare Properties
If you suffered losses investing in CNL Healthcare Properties, you may be able to recover your losses through a FINRA arbitration claim against the brokerage firm that recommended the investment to you.
The White Law Group has represented numerous investors in claims involving non-traded REITs, including CNL Healthcare Properties and other illiquid real estate programs.
Free Consultation | The White Law Group
If you have concerns about your investment in CNL Healthcare Properties or other non-traded REITs, contact The White Law Group at 1-888-637-5510 for a free consultation.
The White Law Group, LLC is a national securities fraud, securities arbitration, and investor protection law firm with offices in Chicago, Illinois, and Seattle, Washington.
For more information, visit www.whitesecuritieslaw.com
Frequently Asked Questions
What is happening with CNL Healthcare Properties?
CNL Healthcare Properties Inc. announced that it will be acquired by Sonida Senior Living Inc. (NYSE: SNDA) in a $1.8 billion cash-and-stock merger expected to close in the first half of 2026. CNL shareholders will receive a mix of cash and Sonida stock valued at approximately $6.90 per share, a slight premium to the REIT’s most recent estimated NAV of $6.64.
Will the Sonida merger benefit CNL Healthcare Properties investors?
While the transaction offers a modest premium to CNL’s NAV, it is unclear whether long-term investors — many of whom paid $10 per share — will see meaningful recovery. The stock-and-cash structure provides some liquidity, but investors may still face losses depending on the market performance of Sonida’s shares and the final exchange ratio at closing.
Can CNL Healthcare Properties investors recover their losses?
Investors who suffered losses in CNL Healthcare Properties may be able to pursue recovery through a FINRA arbitration claim against the broker-dealer that recommended the investment. The White Law Group continues to investigate potential claims on behalf of investors who were not adequately informed of the risks associated with non-traded REITs.
