Sonida Senior Living Announces Strategic Merger with CNL Healthcare Properties, Inc. in a Stock and Cash Transaction Valued at Approximately $1.8 Billion, Creating $3 Billion Pure-Play Senior Housing Owner-Operator 2026E

Sonida Senior Living Announces Strategic Merger with

CNL Healthcare Properties, Inc. in a Stock and Cash Transaction

Valued at Approximately $1.8 Billion, Creating $3 Billion Pure-Play

Senior Housing Owner-Operator

2026E Normalized FFO Accretion of 28% to 62% Based on an Asymmetric Collar with Substantial Near-Term

and Future Synergies

Strengthens Balance Sheet Through Immediate Deleveraging and Significantly Deepens Access to

Funded with 66% Stock and 34% Cash; Financing for Cash Portion is Committed with Debt Financing from RBC and BMO and Equity Commitments from Sonida's Two Largest Shareholders

Creates Eighth Largest Owner of U.S. Senior Living Assets1

Sonida President & CEO Brandon Ribar and Existing Sonida Management Team to Lead Combined Company

Sonida Provides Highlights of Preliminary Q3'25 Results

DALLAS, Texas - November 5, 2025, Sonida Senior Living, Inc. ("Sonida" or the "Company") (NYSE: SNDA), a leading owner,

operator and investor in senior living communities, and CNL Healthcare Properties, Inc. ("CHP"), a public non-traded real estate investment trust ("REIT") which owns a national

portfolio of high-quality senior housing communities, today announced a definitive merger agreement (the "Merger Agreement") under which Sonida will acquire 100% of CHP in a cash and stock transaction valued at approximately

$1.8 billion. As a combined enterprise, Sonida expects to have an equity market capitalization of approximately $1.4 billion and a total enterprise value of approximately $3.0 billion upon closing.

The combined company, which will continue to trade on the NYSE under the ticker "SNDA", will be uniquely positioned in the public markets as a

pure-play senior housing owner-operator platform, with a combined portfolio of 153 owned independent living, assisted living and memory care senior living communities. The two portfolios have complementary footprints that deepen Sonida's

exposure to high-quality assets in strong submarkets in the South, Southeast and Midwest while expanding national exposure to attractive markets including the Mountain West and Pacific Northwest.

"We are extremely pleased to announce this transformational deal, which will generate immediate per share earnings accretion and meaningful long-term

value for all shareholders following closing," said Brandon Ribar, President and Chief Executive Officer. "Sonida's overarching objective is to capitalize on the long-term tailwinds of favorable demographics and supply constraints

within senior living by operating and growing a best-in-class owner-operator platform. This transaction represents an inflection point in our pursuit of that objective

as it more than doubles Sonida's number of owned units while deepening and expanding our exposure to the most attractive geographic areas for our strategy. We expect to immediately unlock significant embedded synergies and NOI growth through

portfolio optimization while also deleveraging, increasing liquidity in our shares, and amplifying our access to capital. We will also continue to drive growth through organic and inorganic initiatives, with the care and services provided to our

residents always remaining our top priority.

"Beyond its strong portfolio, we have been impressed by CHP's culture of accountability,

integrity and high-performance embedded across its leadership team and operating partners. Their dedication to serving residents with compassion and excellence mirrors our own, making this combination a natural fit, and we are confident that uniting

our organizations will create a shared foundation built on trust, transparency, and long-term partnership."

culminates our focused strategic alternatives process and represents an exceptional outcome for CHP shareholders, residents and stakeholders," said Stephen Mauldin, CEO, President and Vice Chairman of CNL Healthcare Properties, Inc.

"Since 2012, CHP has thoughtfully and successfully built and actively managed a leading private-pay senior housing business while providing exceptional care, services and value to our approximately 8,000

residents. Upon the closing of this transaction, our shareholders will receive a premium to the mid-point of our most recent estimated NAV per share range and the opportunity for full and real-time liquidity

through their receipt of cash and unrestricted Sonida common stock. Looking ahead, CHP shareholders, who will become Sonida shareholders, will importantly retain the opportunity to participate in future value creation in a dynamic and attractive

senior housing environment. We are confident the combined company will be in a strong position to deliver on behalf of its shareholders.

importance to this merger, the Sonida team shares our focus on relationships and a resident-centric culture, valuing residents and their families, whose care, comfort and happiness will now benefit from the greater scale and resources of the

combined enterprise. We have worked closely with Brandon and his team to structure an attractive, mutually beneficial transaction that provides certainty of execution and value for our shareholders while also minimizing disruption to, and creating

opportunities for, our extraordinary and seasoned CHP investment management team and trusted operating partners and tenants."

Founder and Managing Partner of Conversant Capital, stated, "Since Conversant's initial investment in Sonida in November 2021, we have worked diligently with the management team along three key initiatives - improving operations,

strengthening the balance sheet and growing the business. With tremendous progress already achieved in all three areas, today's transaction represents a new milestone in Sonida's evolution, significantly enhancing the Company's

portfolio, balance sheet and long-term growth prospects. We have been particularly impressed with management's ability to integrate and improve numerous newly acquired assets, representing over 35% growth in the portfolio over the last 18

months. With continued accelerating momentum, we are thrilled to increase our equity investment. This reflects our continued commitment to Sonida and confidence in the Company and its management team's ability to create value by executing on

its strategy, including pursuing attractive acquisition opportunities amidst the highly compelling senior housing operating fundamentals."

Strategic Rationale and Expected Benefits of Transaction

The combination of Sonida and CHP is expected to create a pure-play, high-growth and differentiated senior housing platform at scale that is primed to

capitalize on long-term sector tailwinds while delivering a best-in-class experience for residents and their families:

Leading Pure-Play Senior Housing Owner-Operator

Unique Owner - Operator - Investor Strategy

Significant Financial Benefits with Meaningful Long-Term Upside

Enhanced Balance Sheet to Capitalize on Multiple Growth Levers

Portfolio Quality and Optimization

Transaction Overview

Under the terms of the Merger

Agreement, Sonida will acquire 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, which equates to $6.90 per share of CHP, with approximately 66% of the consideration expected to be

in the form of newly issued Sonida common stock and 34% in cash. Specifically, each share of CHP common stock will be converted into $2.32 in cash and a number of shares of Sonida common stock, determined by dividing (a) $4.58 by (b) the volume

weighted average price (VWAP) of Sonida common stock during a measurement period prior to closing of the transaction and subject to an asymmetric collar. To help ensure certainty of value for the stock portion of the merger consideration, the

exchange ratio is subject to adjustment based on the VWAP during the measurement period prior to closing of the transaction, with a collar of 15% below the reference price ($22.73) and 30% above the reference price ($34.76). Based on maximum and

minimum exchange ratios of 0.2015x to 0.1318x, respectively, Sonida existing shareholders' ownership would range from 39.5% to 50.0% of the newly combined company's diluted common equity, with estimated Normalized FFO per share accretion

of 28% to 62%, and 40% accretion at the reference price.

The parties currently expect the transaction to close late in the first quarter or early in the second quarter of 2026, subject to customary closing

conditions, including the approval of both Sonida and CHP shareholders. This transaction was unanimously approved by the Board of Directors of both Sonida and CHP. Sonida majority shareholder Conversant Capital has executed an affirmative voting

agreement alongside its equity investment commitment.

The transaction will be financed through a combination of cash provided by Conversant and Sonida's second largest shareholder, Silk Partners, as well as

debt financing that has been committed by RBC Capital Markets ("RBC") and BMO Capital Markets ("BMO"). In connection with the transaction, Conversant and Silk Partners have agreed to acquire newly issued shares of Sonida

common equity totaling $110 million at the reference price ($26.74). Sonida has obtained committed bridge financing of $900 million which is available to fund the cash portion of the purchase price and repay CHP's existing corporate

credit facilities. Sonida has also obtained a committed, upsized revolving credit facility of $300 million, which will replace its existing revolver upon closing and will provide meaningful available liquidity to the Company

for its opportunistic acquisition strategy.

At closing, the Board of Directors (the "Board") of the combined company will be comprised of seven current Sonida directors and two CHP-designated directors, which will include Stephen Mauldin, the current CEO, President and Vice Chairman of CNL Healthcare Properties, Inc.

Michael Simanovsky, Founder and Managing Partner of Conversant Capital, will become the new Board Chairman, effective upon the closing of the transaction.

Webcast and Conference Call Information

management will host a conference call and webcast today, November 5, 2025, at 9:00 a.m. Eastern Time to discuss the transaction. An investor presentation regarding the transaction will be available on the Sonida

investor relations website.

The conference call/webcast can be accessed in the following ways:

All participants are asked to register and connect 10 minutes prior to the start of the call/webcast to ensure connectivity.

An archive of the webcast will be available on the Sonida investor relations website and accessible for replay for 12 months. A telephonic replay

will be available for 7 days at (800) 770-2030, passcode 3889508.

Transaction Advisors

In connection with this transaction, RBC Capital Markets is serving as lead financial advisor to Sonida. BMO Capital Markets is serving as financial advisor,

Newmark Group, Inc. is serving as real estate advisor, Fried, Frank, Harris, Shriver & Jacobson LLP is acting as its legal counsel and Sidley Austin LLP is acting as legal counsel for Sonida's special committee of its Board of

Directors. KeyBanc Capital Markets is serving as exclusive financial advisor to CHP, with Arnold & Porter Kaye Scholer LLP acting as corporate legal counsel in connection with the transaction and Ropes & Gray LLP acting as legal

counsel to CHP's special committee of its Board of Directors.

Highlights of Sonida Q3 2025 Preliminary Results

(NOI and Adjusted EBITDA presented in millions)

end of press release for definitions and explanation of non-GAAP financial measures)

Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and

services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of September 30, 2025, the Company owned, managed or invested in 97 senior

housing communities across 20 states with an aggregate capacity of approximately 10,250 residents, including 84 owned senior housing communities (including four owned through joint venture investments in consolidated entities and four owned through

a joint venture investment in an unconsolidated entity) and 13 communities that the Company managed on behalf of a third-party.

For more information,

visit investors.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.

CNL Healthcare Properties, Inc. is a public, non-traded real estate investment trust currently focused on institutional

quality senior housing holdings, including stabilized, value-add and ground-up development assets. CHP owns a portfolio of 69 seniors housing communities (excludes one

vacant land parcel) with an effective average asset age of under 16 years. The portfolio spans 26 states consisting of 54 SHOP communities and 15 NNN leased assets that comprise a total of 7,535 units. Having total gross assets of approximately

$3.4 billion (143 assets) at its high watermark, CHP previously operated as a diversified healthcare real estate offering, with sizeable prior investment in complimentary medical office, post-acute and acute healthcare real estate sectors. The

company has strategically invested more than $80 million over the last five years to maintain its assets' quality, functionality and condition, with finishes and amenities positioning its senior housing communities for continued growth

CHP is externally managed and advised by CNL Healthcare Corp. ("Advisor"), which is an affiliate of CNL Financial Group, LLC

("Sponsor"). The Sponsor is an affiliate of CHP.

For more information, visit www.cnlhealthcareproperties.com.

About Conversant Capital

Conversant Capital LLC is a

private investment firm founded in 2020. The firm pursues credit and equity investments within the real estate, digital infrastructure and hospitality sectors in both the public and private markets.

Further information is available at www.conversantcap.com.