Sec Form 13D Filing - Conversant GP Holdings LLC filing for SONIDA SENIOR LIVING INC. (SNDA) - 2023-07-07

Keith O’Connor

Conversant Capital LLC

25 Deforest Avenue

Summit, NJ 07901

908-466-5100

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With a copy to:

John M. Bibona

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

(1) Consists of (i) 3,404,839 shares of Issuer’s common stock, (ii) 968,550 shares of Issuer’s common stock issuable upon conversion of 38,742 shares of Series A Preferred Stock of the Issuer, (iii) 968,538 shares of Issuer’s common stock issuable upon exercise of warrants of the Issuer, and (iv) 675,000 shares of Issuer’s common stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

1	NAMES OF REPORTING PERSONS
	Conversant Dallas Parkway (B) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			448,554 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			448,554 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	448,554 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

Item 1 is hereby amended and restated to read as follows:

This Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”) of Sonida Senior Living, Inc., a Delaware corporation (the “Issuer”), formerly known as Capital Senior Living Corporation. The principal executive offices of the Issuer are located at 14755 Preston Road, Suite 810, Dallas, Texas 75254.

Item 3 is hereby amended by the addition of the following:

As disclosed on a Current Report on Form 8-K filed by the Issuer with the SEC on July 5, 2023 (the “July 5, 2023 8-K”), the Conversant Investors made a $13.5 million equity commitment (the “Conversant Equity Commitment”) to the Issuer for a term of 18 months in connection with other steps undertaken by the Issuer as further described in the July 5, 2023 8-K. The Conversant Equity Commitment was made to the Issuer in exchange for the issuance of 60,766 shares of Common Stock to Investor A and 6,734 shares of Common Stock to Investor B, as further described in the July 5, 2023 8-K. The Issuer may draw additional equity under the Conversant Equity Commitment at a price per share of Common Stock of $10.00 during its term, subject to the terms and conditions of the Conversant Equity Commitment, as further described in the July 5, 2023 8-K. Shares of Common Stock issued to the Conversant Investors pursuant to the Conversant Equity Commitment will be subject to the Conversant Investors’ rights under the Registration Rights Agreement. The preceding summary of the Conversant Equity Commitment is qualified by reference to the full text of the Conversant Equity Commitment. The Conversant Investors expect to satisfy their obligations under the Conversant Equity Commitment by upsizing investments from their existing investors.

On July 3, 2023, the Issuer notified the Conversant Investors of a draw of $6 million under the Conversant Equity Commitment, pursuant to which the Issuer will issue 540,145 shares of Common Stock to Investor A and 59,855 shares of Common Stock to Investor B.

Item 4 is hereby amended by the addition of the following:

The disclosure set forth above in Item 3 of this Amendment is incorporated herein.

Items 5(a) and (b) are hereby amended and restated to read as follows:

(a) (b) For information regarding beneficial ownership, see the information presented on the cover page of this Schedule 13D.

Item 5(c) is hereby amended and restated to read as follows:

(c) Except as set forth in Item 3, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.

Item 5(d) is hereby amended and restated to read as follows:

(d) Except for clients of Conversant Capital or another investment advisor subsidiary of Conversant Capital who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Preferred Stock, Common Stock or Warrants, if any, held in managed accounts, no person, other than the Reporting Persons are known by the Reporting Persons to

Item 5(e) is hereby amended and restated to read as follows:

(e) Not applicable.

 

Item 6 is hereby amended by the addition of the following:

The disclosure set forth above in Item 3 of this Amendment regarding the Conversant Equity Commitment is incorporated herein.

 

Item 7 is hereby amended by the addition of the following:

	CONVERSANT DALLAS PARKWAY (A) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Michael J. Simanovsky
	Name: Michael J. Simanovsky
	Title: Managing Member
	CONVERSANT DALLAS PARKWAY (B) LP
	By:  Conversant GP Holdings LLC, its general partner
	/s/ Michael J. Simanovsky
	Name: Michael J. Simanovsky
	Title: Managing Member
	CONVERSANT GP HOLDINGS LLC
	/s/ Michael J. Simanovsky
	Name: Michael J. Simanovsky
	Title:  Managing Member
	CONVERSANT CAPITAL LLC
	/s/ Michael J. Simanovsky
	Name: Michael J. Simanovsky
	Title:  Managing Member
	MICHAEL SIMANOVSKY
	/s/ Michael J. Simanovsky
	Name: Michael J. Simanovsky