Sec Form 13D Filing - Conversant GP Holdings LLC filing for SONIDA SENIOR LIVING INC. (SNDA) - 2024-02-06

With a copy to:

John M. Bibona

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

February 1, 2024

(1) Consists of (i) 5,026,574 shares of Common Stock, (ii) 1,139,759 shares of Common Stock issuable upon conversion of 38,742 shares of Series A Preferred Stock of the Issuer, (iii) 968,538 shares of Common Stock issuable upon exercise of warrants of the Issuer, and (iv) 315,084 shares of Common Stock issuable upon draws by the Issuer under the Conversant Equity Commitment.

1	NAMES OF REPORTING PERSONS
	Conversant GP Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			8,753,036 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,753,036 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,753,036 (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)
	62.0% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.

Purpose of Transaction.

Item 4 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 Commission on February 6, 2024 (“Issuer Private Placement  8-K”), the Conversant Investors, along with other investors, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Issuer pursuant to which Investor A agreed to purchase 1,892,457 shares of Common Stock and Investor B agreed to purchase 1,265,438 shares of Common Stock in a private placement transaction (the “Private Placement”) pursuant to Section 4(a)(2) of the Securities Act of 1933, at a price of $9.50 per share.

The Private Placement is expected to occur in two closings. At the first closing, which was completed on February 1, 2024, the Company issued and sold 1,261,638 shares of Common Stock to Investor A and 843,625 shares of Common Stock to Investor B, along with additional shares to the other participating purchasers. The Conversant Investors paid for the shares of Common Stock acquired in the first closing of the Private Placement using a combination of their existing investment capital and by calling capital from its investors. At the second closing, which is anticipated to occur on or about March 22, 2024, the Issuer is expected to issue the remaining 630,819 shares of Common Stock to Investor A and 421,813 shares of Common Stock to Investor B, along with additional shares to the other participating purchasers. The second closing is subject to the Issuer’s stockholders approving an amendment to the Issuer’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock by an additional 15,000,000 shares (the “Stockholder Approval”) and other customary closing conditions.

The Securities Purchase Agreement provides that the Company will use its reasonable best efforts to obtain the Stockholder Approval at a meeting of the Company’s stockholders no later than April 30, 2024. The Conversant Investors and the other purchasers have agreed to vote all voting securities of the Issuer owned or controlled by them in favor of the Stockholder Approval. The Issuer committed to certain uses of capital raised in the Private Placement, as further explained in the Issuer Private Placement 8-K.

The Securities Purchase Agreement also provides that, as soon as reasonably practicable following the second closing of the Private Placement and no later than September 30, 2 024, the Issuer will use its commercially reasonable efforts to prepare and file with the Commission a registration statement registering the resale, on a continuous or delayed basis pursuant to Rule 415 promulgated by the Commission, of the shares of Common Stock issued in the Private Placement.  The Securities Purchase Agreement contains customary representations, warranties, covenants and conditions for a transaction of this nature.

The description of the Securities Purchase Agreement and the Private Placement set forth herein and in Item 3 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to the Issuer Private Placement 8-K.

Item 5.

Interest in Securities of the Issuer

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 pages of this Schedule 13D.

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

(c) The disclosure set forth above in Item 4 of this Amendment regarding the acquisition of the shares of Common Stock in the first closing of the Private Placement is incorporated herein.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 5, 2024