Good morning. My name is Carrie, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Sonida Senior Living Strategic Merger Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star and the number one on your telephone keypad. If you would like to withdraw your question, please press star one again. I would now like to turn the call over to Jason Finkelstein with Investor Relations. Please go ahead, sir. Thank you, Operator. All statements made today, November 5th, 2025, which are not historical facts, may be deemed to be forward-looking statements within the meaning of federal securities laws. The company expressly disclaims any obligation to update these statements in the future. Actual results or performance may differ materially from forward-looking statements. Certain factors that can cause actual results to differ are detailed in the reports that the company files with the SEC from time to time, including the risk factors contained in the annual report on Form 10-K and quarterly report on Form 10-Q. Please see today's press release for the full Safe Harbor statements, which may be found in the 8-K filing from this morning at the company's Investor Relations page found at investors.sonidaseniorliving.com, where you can also find a presentation relating to today's call. We will make important filings with the SEC in connection with the proposed transaction, including a registration statement on Form S-4 and the related joint proxy statement prospectus to be filed with the SEC in connection with the proposed transaction. Today's call is not intended to be and is not a substitute for those filings. We urge you to read those materials carefully when they become available before making any voting or investment decisions. With that, I would like to hand the call over to Sonida's President and CEO, Brandon Ribar. Thanks, Jason. Good morning, and thank you for joining us to discuss an exciting and transformational announcement in the ongoing Sonida story. I'm joined today by Kevin Detz, our Chief Financial Officer, and Max Levy, Chief Investment Officer. Earlier this morning, we announced the definitive merger agreement with CNL Healthcare Properties, Incorporated, or CHP, a public non-traded senior housing REIT that owns 69 senior housing communities. This acquisition positions Sonida as the premier pure-play senior living owner-operator in the public markets, resulting in benefits to both Sonida and CHP shareholders, as well as to our residents. We expect the combination to close late in the first quarter or early in the second quarter of 2026, subject to customary closing conditions. Highlighting the key components of the transaction, the parties have agreed on a purchase price of $6.90 per share of CHP common stock, comprised of $2.32 in cash and $4.58 in newly issued Sonida stock, with an exchange ratio to be determined based on the volume-weighted average trading price of Sonida stock during a period prior to closing, subject to an asymmetric collar. Reflective of our conviction in the benefits of the transaction, the collar provides for a floating exchange ratio set between $22.73 and $34.76 per share of Sonida stock, creating meaningful potential upside for our shareholders while providing assurance of proceeds to CHP shareholders. Simply stated, if Sonida trades up between announcement and closing of the transaction, we issue fewer new shares of our equity, further increasing the cash flow per share accretion of this transaction while still ensuring that CHP shareholders receive the full consideration of $6.90 per CHP share. The $1.8 billion total transaction will be funded by a combination of $900 million in committed debt financing, $110 million in fresh common equity from Sonida's two largest existing shareholders, and $800 million in Sonida common stock, which will be issued to CHP shareholders. The merits of the transaction are robust. However, there are four major components that I want to highlight. First, Sonida's portfolio quality and scale are improved with additional high-quality, newer vintage assets added in complementary geographies. Second, the combination is significantly accretive to cash flow per share metrics and will provide the company the opportunity for additional accretive organic and inorganic growth. Third, we expect to leverage the strength of our Sonida operating platform to deliver continued operational improvements and efficiencies in the combined portfolio. Fourth, the transaction deleveraged Sonida initially by 1.25 turns, with a clear path to achieving our medium-term goal of approximately six times leverage. Expanding on each of these components, the CHP portfolio consists of strong-performing, high-quality assets in attractive, growing markets across the country with supportive wealth and income levels. Over the past five years, the CHP portfolio has benefited from significant capital investments exceeding $80 million and has a substantial number of newer vintage assets, including some developed by CHP. Moreover, CHP has a significant concentration of value in large campus communities that offer the premium senior living product in their respective markets. In fact, the top 20 CHP SHOP assets represent 80% of CHP's SHOP net operating income and have higher margins and a younger age profile than public company peers. In addition, Sonida and CHP's portfolios are uniquely synergistic with significant regional presence in Texas, the Southeast, and Midwest, while strategically extending Sonida's footprint into additional regions to set the stage for continued growth. The geographic presence of the two portfolios is aligned with Sonida's strategy of regional densification, which, importantly, will limit the transition risk in communities where operating transitions will occur and provide for incremental synergy opportunities. Furthermore, the financial benefits to shareholders contemplated in this transaction should create substantial normalized FFO per share accretion while simultaneously deleveraging our balance sheet and increasing liquidity and scale. The transaction is expected to be 28%-62% accretive to normalized FFO per share, driven by $16-$20 million of initial run rate G&A synergies, with potential for additional synergies to be attained through scaling the combined platform. Beyond future investment opportunities, the strong cash flow profile of the business will further improve resident programming and expand resident offerings across the existing and future Sonida communities. The combination also expands Sonida's equity market capitalization from $500 million to $1.4 billion and increases our free float to $1 billion. We believe that the significant improvement in equity market capitalization, trading liquidity, and total enterprise value will expand the combined company's access to both debt and equity capital sources. Most notably, Sonida offers investors the only public market access to a senior living company with no operating leases, one with full operational control of its assets and direct ownership of its real estate footprint. Post-merger, Sonida will be the eighth-largest senior living real estate owner by unit count, with enhanced density and real estate quality in key existing markets and attractive target growth markets. We believe that the additional portfolio breadth also bolsters the combined company's most important asset, our people. Sonida is built on execution of our individual community business plans by empowered local and regional leadership with the support of our Sonida centralized support team and systems. We are excited to further build our talent, deliver career development opportunities for our local and regional team members, and broaden our access to additional talent, including strong-performing CHP team members. Shifting to the balance sheet and pro forma capitalization, in addition to being immediately accretive to our key free cash flow metrics, as I described earlier, the transaction simultaneously and immediately reduces our pro forma leverage by 1.25 turns upon closing, with a clear path to further deleveraging through a combination of continued organic EBITDA growth, the realization of ongoing operating and G&A synergies, and carefully considered strategic dispositions where appropriate, with a particular focus on low-growth non-strategic assets. The expected profile of our long-term debt, including an expected combination of bank debt and agency or asset-level financing, creates stability and flexibility while further solidifying our low borrowing cost. Importantly, we are pleased to announce a new, upsized, and committed $300 million corporate revolver available at closing, which will provide ample offensive liquidity at a lower cost than our existing revolver. The final material component I will touch on relates to the benefits of scale from both a G&A and operating perspective. As we've outlined in previous discussions, we made the conscious decision in 2024 to invest in resources specifically designed for inorganic growth and operational integration, both at the executive and operating levels. These teams have built a strong track record of sourcing, closing, and effectively transitioning assets into the Sonida portfolio over the past 18 months. This transaction will meaningfully reduce G&A as a percent of revenue, and we expect to further leverage our overhead structure as we thoughtfully and selectively internalize management of the CHP assets where appropriate, while positioning Sonida for future growth. I would like to spend a few minutes on operator integration and portfolio optimization post-closing. Our management team has a clear track record of integrating 23 assets from eight different operators over the last 18 months, where we've driven occupancy gains and margin improvements. We plan to bring that same careful and measured approach to our integration plans with CHP's managers and operators while exploring mutually beneficial growth opportunities, whether as part of Sonida's operating platform or through new growth initiatives. For those communities transitioning management to Sonida, operating cost synergies and economies of scale will be realized throughout 2026 while we remain focused on ensuring the integrity of resident care and the needs of our team members. We are truly proud of the culture our team has created during our transformation in recent years and believe a clear path exists to maintain and enhance all that we have achieved to date as we welcome additional communities to Sonida. The CHP leadership team has ensured their communities are managed by operators with integrity and a commitment to delivering a high-quality product to each of their residents and employees. We look forward to continuing with that commitment and further enhancing the resident and employee experience with Sonida programs and systems. I truly appreciate the collaborative working relationship we have developed with Stephen Mauldin, the CEO, President, and Vice Chairman of CNL Healthcare Properties, and his entire management team, and look forward to Stephen's guidance and participation on the Sonida Board of Directors upon closing of the transaction. In conclusion, this transaction creates significant upside for shareholders in the combined entity. Our management team is motivated to ensure the successful execution of the combination and deliver accretive near and long-term growth to Sonida shareholders. The combination of a high-quality operating platform, strong balance sheet, and thoughtful capital allocation strategy creates a powerful and differentiated senior living platform. We look forward to completing this exciting transaction in partnership with the CHP team and continuing to build a best-in-class pure-play senior living owner-operator platform. This concludes our prepared remarks. Operator, please open the line for any questions. At this time, I would like to remind everyone, if you would like to ask a question, please press star then the number one on your telephone keypad. And for any questions or comments, please press star one now. Your first question will come from Ronald Kamdem with Morgan Stanley. Hey, great. Just a couple of quick ones from me. Just starting with the combined portfolio, obviously good details on the slide, but maybe can you talk about sort of the occupancy upside trajectory, how many operators are you going to be working with, is there any expectation that some assets would be sold, are you keeping all the operators from both companies, just trying to get a sense of what the go-forward portfolio ultimately could look like and what the occupancy and rent upside is? Thanks. Hey, Ron, thanks so much for the question and good morning. I think the couple of things that I'll start with, one is we feel really good about the quality of the communities that we're bringing on board through this transaction. They're located in really strong markets and have shown good consistent growth metrics throughout this year and throughout the recovery. So we think that there's still plenty of upside in the portfolio. If you look at the overlap geographically with our portfolio, it fits in really nicely, and then it also expands us into markets that we've been looking at for potential growth. So with both portfolios in kind of the mid to high 80s from an occupancy perspective, and then both portfolios have shown kind of strong rate growth as well over the last couple of years, we think that there's a really good trajectory of continued growth going forward with similar upside characteristics as what we've spoken about related to our portfolio. So again, we think that both portfolios and the combined company have really good growth characteristics here in the coming years. I'd say on the operator front, we've really thoughtfully looked at they have roughly 12 managers that run their communities, and those managers range in terms of the number of communities that they do manage from just a couple to almost a dozen, and so the impact of working with those managers is something we want to be really thoughtful around. It is our expectation that we will internalize a number of the communities in 2026, and we will work with the managers both that are remaining in place and the ones that we are transitioning communities from to minimize disruption for our residents and minimize operating disruption as well. So again, we think that there's a lot of benefit from the scale of our management profile and our operating capabilities, and so we want to be able to take advantage of that operating system and bringing some of those communities into the Sonida platform. So we'll be providing more color on that in the future, but that's the current plan, is to continue down the path with Sonida being a really strong, high-performing owner-operator and incorporating many of these communities into our system in 2026. Got it. Great. Look, my second question was just looking at the synergies, it looks like it's from the management contracts, maybe some G&A savings as well, which is interesting, but my question is really sort of the why now, what sort of catalyzed this idea that now is sort of the right time to combine these companies and so forth? Thanks. Yeah, I think that this transaction for Sonida shareholders and for our company, it checks a bunch of boxes around why now and what it brings to the table. So first of all, it's an opportunity to add really high-quality real estate to our portfolio that we think has exciting long-term growth characteristics at a price that makes sense for us. I'd say that being able to add a portfolio and a combined company that has really strong operating cash flow profile to it as well allows us to continue reinvesting in our portfolio and in organic growth opportunities. So that scale and the operating cash flow are really beneficial for us. I think it also provides our operating platform additional avenues to grow communities that still have a bunch of upside. So we've purchased over the last 18 months, 23 communities, many of which had pretty significant disruption in their operations, and we've seen extremely strong results in those purchases and integrations. So in the portfolio where there's opportunity, we think bringing our operating model in can have a lot of benefit. And then finally, I'd say that the benefits to the balance sheet are pretty exceptional as well. So adding liquidity to the stock where we'll have $1 billion of free float, being able to bring our leverage down by one and a quarter turns right out of the gate with a clear path to getting our leverage where we have targeted in the six times range in the near term is something that we think is really positive as well. So when you look across the board at all the aspects of the transaction, we think that it fits really, really well into the areas that we've been targeting for the future construction and future growth of the Sonida platform. Great. That's it for me. Thanks. Thank you, Ron. And once again, for any questions or comments, please press star one now. Your next question will come from Ben Hendrix with RBC Capital Markets. Great. Thank you very much and congratulations. I was just wanting to see if we get a little more commentary on the quality of the assets that are coming onto the platform. It sounds like these are better off than maybe some of the turnaround opportunities you've done in the past. I'm just wanting to know if these are going to be accompanied by any additional CapEx you expect to kind of hit your synergy targets and kind of just the overall competitive environment in these new markets? Thanks. Hey, good morning. Thank you for the questions. I would say that a couple of things about the portfolio that we're buying. One is that if you look at how it stacks up against kind of public company peer set, the vintage is younger. These are newer assets on average. And the team at CHP has invested heavily over the last five years from a CapEx program into these communities with about $80 million of spend. And so through our diligence process, we saw nearly the entire portfolio and about 90% of the total NOI that's currently being produced by the portfolio. We were highly impressed with the quality of the assets. We were really impressed with their locations and how they play in their markets, and feel like they're serving the kind of upper-end, upscale market in really strong growing markets is something that is going to be really complementary to our portfolio. So good geographic overlap, which also minimizes transition risk and helps us see some benefits and synergy from our current operations. And we don't expect a significant CapEx uptick required based on our diligence and feel like these assets and communities are located in really strong markets, many of which they are truly the dominant community from a performance perspective in the market. And so we see that as long-term sustainable from a growth perspective. Great. Thank you. Just as a follow-up, you noted opportunities for additional synergies kind of out above and beyond the, call it, day one G&A gains. Can you talk a little bit about kind of where you're identifying and kind of what you think are kind of the aspirational areas where you could see outsized growth? Thanks. Absolutely. So we think that there's significant scale in our own kind of overhead structure to take on additional communities without having to add material costs to the overall structure. So that's one thing that we'll thoughtfully work through and see come to fruition. And then on the operating side, we really have not built in because we feel very comfortable with the baseline set of metrics and the accretion to our shareholders. We think there's a lot of opportunity leveraging our own operating platform, whether it be on the procurement side. As we think about overall food costs, each kind of line item of the P&L, we think that there's going to be some opportunity and some upside. And then you also add in the fact that many of these communities operate in markets where we already have talent and where we already have operations that will be complementary products. So that leads to things like lower overall sales costs, the ability to share resources on the labor front as well, that we think can really help in terms of moving margin in the communities that we move into our platform. So definitely future synergy opportunity on both the G&A and the operating front from our perspective. Thank you. Thanks, Ben. Thank you. There are no further questions at this time. I will now turn the call back over to Brandon for any closing remarks. Thank you all for participating and for listening in on this really exciting transaction for Sonida. We look forward to sharing additional details in the weeks and months to come. I would also encourage, if you have the opportunity to, to participate in our Q3 earnings call on Monday morning where we'll continue to provide information on the transaction as well as our Q3 results. Thank you and have a great day. Thank you for your participation. This does conclude today's conference. You may now disconnect.