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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 10, 2024
Sonida Senior Living, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-13445 | 75-2678809 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 14755 Preston Road, Suite 810 | ||
| Dallas, Texas | 75254 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 770-5600
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock | SNDA | New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Lilly H. Donohue as a Director
On May 10, 2024, the Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”) appointed Lilly H. Donohue to the Board as a Class I director, effective immediately, for a term scheduled to expire, along with the Company’s other Class I directors, at the Company’s 2025 annual meeting of stockholders. Ms. Donohue’s appointment was made to fill a vacancy on the Class I directors of the Board.
There are no arrangements or understandings between Ms. Donohue and any other person pursuant to which she was selected as a director of the Company. The Board has determined that Ms. Donohue qualifies as an independent director under the listing standards of the New York Stock Exchange and the Company’s Director Independence Policy. Additionally, there are no transactions involving Ms. Donohue that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Donohue will participate in the Company’s compensation program for non-employee directors.
Appointment of Max J. Levy as Senior Vice President and Chief Investment Officer and Resignation as a Director
In addition, on May10, 2024, the Board appointed Max J. Levy as Senior Vice President and Chief Investment Officer of the Company, effective June 1, 2024. In connection with such appointment, on May 9, 2024, Max J. Levy resigned from the Board, effective June 1, 2024. Mr. Levy also resigned as a member of the Compensation Committee of the Board, effective immediately.
Item 7.01 Regulation FD Disclosure.
On May 10, 2024, the Company issued a press release announcing the appointment of Ms. Donohue to the Board and the appointment of Mr. Levy as Senior Vice President and Chief Investor Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated May 10, 2024* | |
| 104 | Cover Page Interactive Data File-formatted as Inline XBRL. | |
| * | This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 13, 2024 | Sonida Senior Living, Inc. | |||||
| By: | /s/ David R. Brickman |
|||||
| Name: | David R. Brickman | |||||
| Title: | Senior Vice President, Secretary and General Counsel | |||||
Exhibit 99.1
Sonida Enhances Executive Team and Board to Support Company Growth
Max Levy appointed Chief Investment Officer in newly created role
Lilly H. Donohue, a long-time senior living industry executive, to join Board of Directors
DALLAS, Texas – May 10, 2024, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner-operator and investor in communities and services for seniors, today announced the appointment of Max Levy to the newly created role of Chief Investment Officer (“CIO”). In addition, the Company also announced today that Lilly H. Donohue will be appointed to the Board.
As CIO and a member of the executive committee, Mr. Levy, who is transitioning to Sonida from his role as a Principal at Conversant Capital (“Conversant”), the Company’s largest shareholder, will leverage his deep M&A and senior living underwriting experience to lead the overall coordination and oversight of Sonida’s already rigorous investment process and multi-faceted sourcing strategy. The Company’s inorganic growth strategy aims to further upgrade and modernize its portfolio through densification to fully leverage operating scale and efficiencies through new balance sheet acquisitions and joint ventures. With his new role, Mr. Levy, who has served as a Director since 2021, will step down as a member of the Board of Directors (the “Board”), and assume his new role effective June 1, 2024.
“Every stage in Max’s career has increased his investment management acumen and responsibility, ensuring he is extremely well-suited for this significant role,” said Brandon Ribar, President and Chief Executive Officer. “He is an accomplished real estate investor with extensive capital markets expertise and is already a well-respected next-generation leader and colleague at Sonida.”
“As Brandon and I discussed the search for a CIO to lead the next phase of Sonida’s growth, we determined that there is no better person than Max for this role,” said Michael Simanovsky, Managing Partner of Conversant. “We look forward to continuing to partner with and support Max as he executes Sonida’s strategic plan.”
Max Levy has been a Principal at Conversant since 2020. At Conversant, Mr. Levy leads investments across several sectors, including healthcare real estate, in both public and private markets. From 2015 to 2020, Mr. Levy was an Analyst at The Baupost Group where he focused on real estate investments in North America and Europe. During this time, Mr. Levy was responsible for sourcing and evaluating equity and debt investments in all property types in both private real estate and public securities. Before joining Baupost, Mr. Levy began his career as an investment banking Analyst for Hentschel & Company, a boutique real estate advisory firm, where he assisted public REITs and private real estate companies on mergers, acquisitions, and capital raising. Mr. Levy served as Director of Sonida Senior Living since 2021 and currently serves on the board of Crossroads Impact, a U.S.-based impact lender. He received a B.A. in Intellectual History from the University of Pennsylvania where he graduated summa cum laude and was elected to Phi Beta Kappa.
Lilly H. Donohue, who is joining the Board, is currently President and CEO of Everstory Partners (formerly StoneMor Inc.). Ms. Donohue most recently served as the CEO of Holiday Retirement, the largest independent senior living owner and operator in the United States with over 300 communities in 46 states. During her tenure at Holiday, she led the organization to become the first senior living company to be certified as a Great Place to Work in 2018 and has been named Great Place to Work for four consecutive years (2018-2021). Prior to Holiday, Lilly was responsible for setting up Fortress Investment Group’s China investment office and was the President of Fortress Investment Group China. During her time in China, Ms. Donohue also built the leading senior living company and home care business (Starcastle (Xingbao) Senior Living) in Shanghai, China for Fortress Investment Group and was the CEO of Starcastle from its inception in 2013. Before moving to China in 2011, Lilly was a managing director and member of the management committee at Fortress Investment Group since its inception in May 1998. Prior to Fortress, Lilly started her career at BlackRock Financial Management Inc. in May 1992 to May 1997 where she was involved in all facets of raising capital, investing and managing BlackRock Asset Investors, a private equity fund.
“We are pleased to welcome an industry veteran of Lilly’s caliber to the Sonida Board. I am very confident that Lilly’s track record and extensive executive leadership experience in the senior living sector will bring immediate, thoughtful and impactful contributions to Sonida and its growth aspirations,” said David W. Johnson, Chairman of the Board. “The diversity of background and perspective she brings will be an invaluable asset in furthering Sonida’s strategy and reinforcing its focus on delivering long-term shareholder value.”
Lilly received a Bachelor of Science in Business Administration from Boston University. Ms. Donohue currently serves on the Dean’s Advisory Board of Boston University’s Questrom School of Business and the Senior Living Management Advisory Board of University of Central Florida’s Rosen College of Hospitality Management.
As a matter of practice, the Board of Directors regularly evaluates its composition and considers how it can maintain the appropriate mix of skills, qualifications and diversity of backgrounds to best oversee the business and long-term strategy of the Company. Following the appointment of Ms. Donohue, the Board will comprise of 9 directors and will include a Conversant Capital appointed director replacing Max Levy, pursuant to its Shareholder Rights Agreement.
About Sonida
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 operating 72 housing communities in 18 states with an aggregate capacity of approximately 8,000 residents, including 62 communities which the Company owns and 10 communities that the Company manages on behalf of third parties.
For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, Twitter or LinkedIn.
Investor Relations
Jason Finkelstein
Ignition Investor Relations
ir@sonidaliving.com