An updated edition of the October 31, 2025, article.The powerful rise in senior and aging populations is reshaping healthcare demand, but investors looking to benefit from this shift risk leaving money on the table if they focus only on pharma, biotech and medical devices. While drug and technology breakthroughs address clinical needs, the demographic wave — with global adults aged 60+ expected to grow sharply over the next decade — is also fueling sustained demand for places to live, recover and receive da ...

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Merger & Acquisition - Sonida and CNL Healthcare Properties (CHP) announced a definitive merger agreement to create a \$3 billion pure-play senior housing company[15] - The merger is expected to close in late Q1 or early Q2 of 2026[15] - The combined company will be the 8th largest U S senior housing owner with approximately 14,700 owned units[17, 24] - The merger is expected to be immediately accretive to Normalized FFO per share, with annual corporate synergies of approximately \$16 to \$20 million[17] Portfolio & Occupancy - Total portfolio includes 97 communities[37] - Total portfolio includes 9,342 units across 20 states[37] - Same-store community portfolio includes 55 consolidated communities[12, 42] - October 31 spot occupancy for same-store communities reached 89%[13] - Q3 2025 weighted average occupancy for same-store communities was 87 7%, a 60 bps increase year-over-year[13, 40] Financial Performance - Q3 2025 RevPOR for same-store communities was \$4,353[13] - Q3 2025 Community NOI margin for same-store communities was 27 3%[13] - Q3 2025 same-store community revenue increased 5 4% year-over-year[57] - Q3 2025 same-store community NOI increased 2 5% year-over-year[40]

Core Insights - Sonida Senior Living reported a significant increase in total portfolio community NOI by approximately 21% in Q3 2025, attributed to solid rent growth and strong performance in the acquisition portfolio [2] - The same-store portfolio achieved an occupancy rate of 87.7%, the highest level post-Covid, with spot occupancy reaching 89.0% by the end of October [2] - The company announced a strategic merger with CNL Healthcare Properties, Inc., valued at approximately $1.8 billion, expected to close in early 2026, marking a significant step in its inorganic growth strategy [4][2] Financial Performance - Resident revenue for Q3 2025 increased by $17.6 million, or 26.3%, compared to Q3 2024, reaching $84.6 million [5][6] - Adjusted EBITDA for Q3 2025 was $13.2 million, representing a year-over-year increase of $3.1 million, or 30.7% [5] - Net loss attributable to Sonida shareholders for Q3 2025 was $26.9 million, compared to a net loss of $13.8 million in Q3 2024 [5][13] Operational Metrics - Weighted average occupancy for the same-store portfolio increased by 90 basis points to 87.7% in Q3 2025 from 86.8% in Q2 2025 [5] - Revenue Per Available Unit (RevPAR) increased by 5.4% to $3,817 in Q3 2025 compared to Q3 2024 [5] - Community Net Operating Income for Q3 2025 was $16.1 million, a 2.5% increase from the previous year [5] Acquisition and Growth Strategy - In September 2025, the company acquired a senior housing community with 98 units in Texas, expanding its portfolio [5] - The merger with CNL Healthcare Properties will enhance Sonida's position as a leading owner-operator in the senior housing sector [4][2] Capital Structure and Liquidity - As of September 30, 2025, the company had $86.1 million in borrowings under its credit facility, with a weighted average interest rate of 6.9% [14] - The company has a borrowing capacity of up to $150.0 million under its credit facility, which is secured by its senior living communities [14] - Future liquidity will depend on operating performance and various financial factors, including cash flows from operations and proceeds from equity offerings [16]

Financial Data and Key Metrics Changes - The company reported a net income per share of $0.69, up 6.2% from the prior year [16] - NAREIT FFO per share increased 5.8% to $1.09, while normalized FFO per share rose 28% to $1.32 [16] - FAD for the third quarter increased 26% to $62.2 million compared to the prior year [16] Business Line Data and Key Metrics Changes - The transition of seven properties to the SHOP portfolio resulted in a consolidated SHOP NOI growth of approximately 63% compared to the prior year's quarter [4] - Total SHOP NOI increased by 62.6% to $4.9 million compared to the prior year period [18] - Same store NOI for the 15 legacy Holiday properties declined by 2.2% year over year [11] Market Data and Key Metrics Changes - The company has a large incremental pipeline of active opportunities focused on senior housing, with approximately $195 million under signed LOIs [6] - Cash lease revenue increased approximately 12% year over year to $70.1 million during the quarter [13] Company Strategy and Development Direction - The company is focused on expanding its presence in private pay senior housing, which is expected to yield the greatest risk-adjusted returns [5] - The company is raising its guidance for the third time this year, projecting over 10% NFFO per share growth at the midpoint, the strongest annual growth since 2014 [4] - The company aims to double its SHOP NOI from approximately 10% to at least 20% of total adjusted NOI by 2026 [5] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the financial health of the company, stating that the industry tailwinds are strong and the company is well-positioned for future growth [8] - The company is taking corrective measures in its same store portfolio and expects it to return to double-digit growth levels in 2026 [12] Other Important Information - The company has available liquidity of over $1 billion and a net debt to adjusted EBITDA ratio of 3.6 times, indicating strong financial health [7] - The board of directors declared a $0.92 per share dividend for shareholders of record on December 31, 2025, payable January 30, 2026 [21] Q&A Session Summary Question: Can you elaborate on the remediation efforts in the SHOP portfolio? - Management indicated that they are focusing on pricing, occupancy, and ensuring the right personnel are in place to improve performance [26][27] Question: What is the current status of the NHC lease renewal? - Management clarified that there are questions regarding whether NHC is in default, which could affect their ability to renew the lease [32] Question: How is the competitive landscape affecting pricing in the SHOP market? - Management acknowledged increased competition but emphasized their strong relationships with operating partners, which provide access to off-market opportunities [47] Question: Can you quantify the one-time items that contributed to the guidance raise? - Management detailed several one-time items, including $4.6 million in cash revenues from converted properties and a $12.1 million straight-line receivable write-off [62] Question: What are the key factors for selecting operators for the SHOP portfolio? - Management highlighted the importance of operational expertise and the need for operators to demonstrate consistent performance [70]

Core Insights - Newmark Group, Inc. has acted as the real estate advisor for Sonida Senior Living, Inc. in a definitive agreement to acquire CNL Healthcare Properties, Inc. for approximately $1.8 billion, creating the eighth largest owner of senior living assets in the U.S. with a portfolio of 153 communities totaling around 14,700 units [1][4] Company Overview - The combined entity is expected to have an enterprise value of approximately $3.0 billion and an equity market capitalization of $1.4 billion upon closing [3] - The merger is projected to be immediately accretive to Normalized Funds From Operations (FFO), with expectations of substantial operating and structural synergies, enhanced liquidity, and deleveraging [3] Market Trends - Investor interest in the seniors housing sector is increasing, with transaction activity reaching $13 billion through September 2025, marking a 67% increase compared to the same period last year [5]

Financial Data and Key Metrics Changes - Core FFO improved to $0.69 from $0.68, primarily due to an increase in SHOP NOI and a decrease in interest expense [5][6] - Core FAD improved by $0.04 to $0.72 compared to $0.68 last year, influenced by similar factors affecting core FFO [5] - Pro forma debt to annualized adjusted EBITDA for real estate was 4.7 times, and annualized adjusted fixed charge ratio was 4.6 times [7] - Pro forma liquidity stands at nearly $500 million [7] - Full year 2025 core FFO guidance increased by $0.01, now standing at $2.69-$2.71 [8] Business Line Data and Key Metrics Changes - SHOP segment closed about 85% of the projected $460 million investment pipeline, with over $290 million in SHOP segment investments [3] - SHOP portfolio now includes 21 properties with five operators, three of which are new to LTC, with a gross book value of $447 million [9] - SHOP NOI guidance for 13 properties increased to $10.9-$11.3 million, up from $9.4-$10.3 million [10] - Expected fourth quarter NOI for the remainder of the SHOP portfolio is $4.8-$5.2 million [10] Market Data and Key Metrics Changes - The current opportunity set stands at roughly $1 billion, with nearly $110 million under LOI targeted to close in January 2026 [12] - The average vintage of SHOP acquisitions in 2025 is 2019, indicating a focus on newer assets [39] Company Strategy and Development Direction - The company is focused on expanding its SHOP platform, deepening operator partnerships, and driving long-term accretive returns [16] - The strategy includes recycling capital from non-core assets and adding new operators to enhance portfolio quality [9] - The company aims to build a portfolio of newer assets with competitive advantages as the industry evolves [16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, highlighting strong momentum and a solid foundation for growth [16] - The company is positioned to capitalize on favorable demand fundamentals and supply constraints in the senior housing market [3] - Management expects continued strong SHOP NOI growth due to the competitive position of SHOP assets [10] Other Important Information - The company completed the sale of a portfolio of seven skilled nursing assets, generating net proceeds of approximately $120 million and a gain of $78 million [11] - A non-cash write-off of $41.5 million was taken related to Prestige's straight-line effective interest receivable balance [6] Q&A Session Summary Question: Guidance assumptions for core FFO range - Management clarified that the low range includes all closed investments, while the high range includes expected closings within the next 60 days [20] Question: Focus on SHOP deals versus other opportunities - The primary focus is on SHOP deals, although other opportunities will be considered [21] Question: Expected yields and growth for pipeline deals - Initial yields for the $110 million deal are guided at 7% [25] Question: Funding incremental capital - Proceeds from loan payoffs and equity from the ATM will fund investments, with a disciplined approach to equity issuance [28] Question: Growth profile after SHOP investments - Management expects more than 3% growth with targeted low double-digit IRRs due to supply-demand imbalances [37][38] Question: Transitioning operators and potential disruptions - Most acquisitions have retained existing operators, with careful planning to avoid disruptions [50] Question: Prestige's prepayment option and performance - Prestige needs to improve performance to exercise the purchase option, with positive indications for future outcomes [54][57] Question: Opportunities for earnings growth in skilled nursing - The company remains selective in skilled nursing, focusing on transitional care and newer assets [64]

Portfolio Composition - As of November 4, 2025, LTC's portfolio consisted of 187 properties across 24 states, operated by 31 different operators[11] - The portfolio is diversified by investment type, with Seniors Housing - NNN accounting for 42.3%, Seniors Housing - SHOP for 20.0%, and Skilled Nursing for 37.1% of the portfolio[14, 20] - Long-term investments, including Owned Portfolio, Owned Properties accounted for as Financing Receivables and Long-Term Mortgage Loans (Prestige), represent 92% of Gross Investments[38, 39] - Short-term investments, including Notes Receivable, Unconsolidated Joint Ventures and Short-Term Mortgage Loans, represent 8% of Gross Investments[38, 39] Acquisitions and Investments - LTC expects to close approximately $70 million in SHOP acquisitions in 4Q 2025 and an additional approximately $110 million in SHOP acquisitions in January 2026[19, 24] - In 3Q25, LTC acquired 9 properties with 833 units for $291.65 million, including SHOP acquisitions from Discovery, Charter, Lifespark and Arbor[22, 26] - Mortgage loans in 3Q25 included $99.85 million invested in 3 properties with 421 units[26] Financial Performance - Proforma portfolio overview as of September 30, 2025, shows a gross investment of $2,348.749 million, with $182.740 million in NOI[37] - Triple-Net Portfolio ("NNN") accounts for 45.9% of the investment and 53.8% of the NOI[37] - Seniors Housing Operating Portfolio ("SHOP") accounts for 20.0% of the investment and 5.0% of the NOI[37] - Debt to Enterprise Value is 34.2% and Debt to Annualized Adjusted EBITDAre is 5.6x[83]

November 5, 2025 Disclaimer Sonida and CNL Healthcare Properties A Compelling Combination 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 with the SEC, including a registration statement on Form S-4 to register the shares of Sonida common stock to be issued to the CHP sto ...

Exclusive: Sonida Senior Living is in advanced talks to acquire a smaller rival in a $1.8 billion dollar deal that would create one of the country’s largest senior housing companies https://t.co/p373G1NfdS ...