CNL Healthcare Properties: What Happened to the Shares, the NAV History and What Each Share Became

What CNL Healthcare Properties was

CNL Healthcare Properties, Inc. (SEC CIK 1496454) was a non-traded REIT based in Orlando, Florida, externally managed by an affiliate of CNL Financial Group and sold through brokers by CNL Securities Corp. It started its initial offering on June 27, 2011 and closed its follow-on offering on September 30, 2015. By then it had taken in $1,666.0 million from subscriptions for 162.5 million shares, plus $63.9 million reinvested through its distribution reinvestment plan (FY2015 10-K). The offering price carried a load: selling commissions of up to 7% and a marketing support fee of up to 3% of gross offering proceeds (FY2017 10-K), so not all of each $10 went into property.

At its peak CHP owned seniors housing, medical office buildings, post-acute care and acute care properties. In 2019 it sold 55 medical office buildings and related properties to a Welltower affiliate for a gross price of $1.25 billion, plus a separate sale of inpatient rehabilitation facilities, and kept the seniors housing. At the end of 2024 its portfolio was 70 properties: 69 seniors housing communities and one vacant land parcel (FY2024 10-K). It had 45,719 stockholders of record at the end of 2018.

CHP shares never traded. Its 10-Ks state that “there is currently no established public market for the registrant’s shares of common stock.” A “CHTH” quote page on a financial site is not a market price anyone could have sold at.

Where CNL Healthcare Properties stands now (as of October 6, 2026)

• The company is gone. Sonida's closing 8-K describes two steps: on March 10, 2026 CHP sold equity interests in certain subsidiaries to a Sonida subsidiary, merged with a CHP subsidiary and “adopted a plan of liquidation”; on March 11, 2026 CHP merged into the Sonida subsidiary, “whereupon the separate existence of CHP ceased.”
• The shares are deregistered. CHP filed Form 15 on March 11, 2026, reporting “None” as the approximate number of holders of record. We checked EDGAR on October 6, 2026: there is no CHP filing after that date, so no further NAV, distribution or report will come from CHP.
• Nothing more is owed on CHP shares. The consideration was the cash and the Sonida stock; CHP's FAQ says that once they are distributed, “shareholders will receive a final statement from CHP with a zero balance.” Until closing, the merger agreement allowed CHP to keep paying its regular quarterly dividend of up to $0.0256 a share, pro rated for a partial quarter.
• What you hold now is Sonida. SNDA shares are listed on the NYSE and were issued unrestricted. Sonida is a senior living operator that now owns CHP's communities.
• What is still to come is paperwork: the 2026 Form 1099-DIV and CHP cost-basis information from Computershare, both in early 2027 (see below).

The share price history: offering price and NAV

CHP's price per share was set by its board, first as an offering price and, after the offerings closed, as an estimated NAV. The table shows every value from the 10-Ks and 8-Ks.

The drop from $10.01 to $7.81 between 2018 and 2019 was mostly not a loss: $2.00 of it went back to holders in cash as the special distribution. The real erosion came afterwards, from $7.81 at the end of 2019 to $6.28 at the end of 2023.

Distributions per share, year by year

The amounts below are cash distributions declared per share, as printed in each year's statement of stockholders' equity, with the share treated as return of capital for tax purposes from the 10-Ks. Until September 30, 2015 CHP also paid stock distributions of 0.0025 shares per month, which are not in these figures.

The FY2017 10-K prints the 2015 figure as $0.4232 rather than the $0.4236 in the FY2015 10-K; we use the earlier filing. The board declared the special distribution on May 21, 2019 at $2.00 per share, payable on or around May 28, 2019, from the proceeds of the medical office sale.

The return-of-capital column matters for your taxes. A distribution classed as return of capital is not taxed when received but lowers your cost basis, which raises the gain, or shrinks the loss, on the 2026 merger. From 2022 to 2025 every distribution was return of capital.

What one original CHP share became

The merger value per share is the same for everyone. What differs is the price you paid and how many years of distributions you collected. Two cases, using only filed numbers, before taxes and without the stock distributions or reinvestment (our arithmetic):

A holder in the reinvestment plan bought extra shares at $9.50 to $10.06 until the plan was suspended in 2018, and a 2011-2015 buyer also received the 0.0025-share monthly stock distributions; both add shares, so those totals would be higher than the table. The Sonida part is a moving number: its value is whatever SNDA trades at on the day you sell.

What each CHP share became in the merger

The consideration was fixed in the merger agreement (8-K, November 2025): for each CHP share, $2.32 in cash and SNDA stock worth $4.58, converted at an exchange ratio set within a collar. The agreement specified that if Sonida's closing VWAP “is greater than $34.76, which is 130% of the Signing VWAP, the Exchange Ratio shall be set at 0.1318.” That is where it ended. Sonida's closing 8-K confirms each share received “$2.32 in cash and (ii) 0.1318 of a share of SNDA Common Stock,” and that Sonida “paid approximately $404.4 million in cash and issued an aggregate number of 22,902,649 shares.”

The value of the stock depends on the day you look. Sonida's Q2 2026 10-Q prices the stock consideration at an “SNDA closing stock price” of $33.70, and puts the total preliminary purchase price, including the debt it paid off and the adviser payments, at $1,762,641 thousand. At $33.70:

The gap has a mechanical cause. With a collar, holders are protected if the acquirer's stock falls, up to a point, and capped if it rises. Sonida's stock had run above $34.76, so the ratio stopped at its minimum; the stock then closed at $33.70, below that threshold, and holders absorbed the difference.

Why CHP sold: a debt wall with a date on it

CHP's audited FY2025 financial statements, filed with its March 2026 8-K, explain the timing. All of its borrowings sat in the 2023 credit facilities, which “mature in May 2026. As of the balance sheet date, the Company does not have sufficient cash on hand to satisfy these obligations.” In Sonida's purchase accounting, the “CHP debt settlement payment (inclusive of accrued interest)” was $565,923 thousand.

A seller with its whole balance sheet coming due within months is not negotiating from strength. CHP at least found a buyer; Pacific Oak Strategic Opportunity REIT, facing its own maturities, ended up in a court-approved bond arrangement and stopped filing audited reports.

The vote shows how little attention many holders paid. Of 175,274,045 shares outstanding, 90,380,525 voted for, 1,006,023 against and 2,748,471 abstained (8-K, March 2026). That is 51.6% of all outstanding shares in favor (our arithmetic). Non-traded REITs routinely struggle to get holders to vote at all; we counted six that could not even reach quorum for their 2026 annual meetings.

What the adviser was paid on the way out

CHP was externally managed by an affiliate of CNL Financial Group. Two lines in Sonida's accounting stand out against the proxy statement that holders voted on:

Neither filing we read explains why the disposition fee came in about 61% above the estimate. For scale, CHP's income statement shows asset management fees of $13,846 thousand in 2025, on top of property management fees paid to operators.

The tender offers: what buyers paid while redemptions were shut

With the redemption plan suspended from July 11, 2018 (the company redeemed about $10.9 million of requests received through May 31, 2018 and then stopped), the only exit for seven and a half years was to sell to an outside buyer at a discount. The three most recent offers, with CHP's own comparison:

MacKenzie made its offer with the merger already announced. It later reported: “The merger closed on schedule and we received a total of $1,562,125 in cash and shares which we sold for a profit of $521,718.” Every dollar of that profit came from holders who needed out before the closing. A holder who sold to Comrit at $3.03 in April 2025 gave up about $3.73 a share against the $6.76 that arrived eleven months later (our arithmetic). We track these offers across the category in the non-traded REIT tender offer tracker, and the freezes behind them in the redemption suspension tracker.

Not the same company: CNL Healthcare Properties II

CNL Healthcare Properties II, Inc. (CIK 1648383) was a smaller, separate REIT from the same sponsor. It sold its two remaining senior assisted living properties on February 28, 2020 for about $48.85 million and filed its own Form 15 on March 27, 2020. If your statements say “II”, the Sonida merger terms on this page do not apply to you.

If you held CHP: what to check now

This is general information, not tax or investment advice.

1. Your 2026 Form 1099-DIV. CHP's transaction FAQ says “the transaction consideration will be reflected on U.S. stockholders’ 2026 Form 1099-DIV, which will be available in early 2027.” Non-U.S. holders receive Form 1042-S.
2. The tax treatment. The proxy says that for U.S. holders the transactions “will be treated as taxable sales” of CHP stock, with gain or loss measured against your adjusted tax basis. The 2019 special distribution and the years of return-of-capital distributions lowered that basis, so a 2011-2015 buyer may have a smaller loss, or a gain, than the $10 cost suggests.
3. Your CHP cost basis. The FAQ says “Computershare anticipates having cost-basis information for your CHP shares in early 2027,” and gives the number 866-233-6645. Keep your original purchase records and every year's 1099-DIV.
4. Your SNDA shares. They are listed on the NYSE, so unlike CHP they can be sold on any trading day. Shares not held at a broker sit with Computershare in book-entry form; a trust, corporate or plan account may need a brokerage account to sell.
5. Any offer to buy “CHP shares” is stale. The shares were converted at closing and the company has deregistered.

If you hold another non-traded REIT that has announced a merger or a listing, the questions are the same ones this deal answers: what the collar does, what the adviser collects, and what the debt schedule forces. We answer them as a Forensic Filing Read, from the proxy and the latest filings, in 72 hours. For how listings and mergers have priced against NAV across the category, see what non-traded REITs fetch when they list.

FAQ

Sources, read on October 6, 2026: CNL Healthcare Properties' Forms 10-K for 2013 (accession 0001193125-14-118729), 2015 (0001564590-16-014918), 2016 (0001564590-17-004635), 2017 (0001564590-18-006011), 2018 (0001564590-19-008800), 2019 (0001564590-20-013258), 2020 (0001564590-21-013205), 2021 (0000950170-22-004343), 2022 (0001496454-23-000001) and 2024 (0001496454-25-000005); 8-Ks of June 26, 2018 (redemption and reinvestment suspension), May 15 and May 22, 2019 (Welltower sale and special distribution), March 10, 2025 (2024 NAV), November 5, 2025 (merger agreement), January 14, 2026 (MacKenzie letter), February 17, 2026 ($6.90 value and transaction FAQ), March 6, 2026 (vote) and March 9, 2026 (FY2025 audited financial statements); Schedules 14D-9 of February 5 and April 17, 2025 (West 4 and Comrit offers); the definitive proxy statement (DEFM14A, January 6, 2026); Form 15 of March 11, 2026; CNL Healthcare Properties II's 8-K of March 4, 2020 and Form 15 of March 27, 2020; Sonida Senior Living's closing 8-K of March 11, 2026 and Form 10-Q for the quarter ended June 30, 2026 (0001043000-26-000032); and MacKenzie Realty Capital's release on its CHP position. Per-share values of the merger package, totals of distributions, the $10,000 table and percentages not printed in a filing are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.