United States securities and exchange commission logo
August 18, 2023
Brandon Ribar
Chief Executive Officer
SONIDA SENIOR LIVING, INC.
14755 Preston Road, Suite 810
Dallas, Texas 75254
Re: SONIDA SENIOR
LIVING, INC.
Registration
Statement on Form S-3
Filed August 4,
2023
File No. 333-273716
Dear Brandon Ribar:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed August 4, 2023
General
1. A portion of the
securities you are registering appear related to an indirect primary
offering for investors
in an equity line financing. In these circumstances, we view the
transaction to be a
primary offering that can only proceed on an at-the-market basis under
Rule 415(a)(4) if the
company is eligible to conduct a primary offering on Form S-3. We
further note your
recent defaults on loans with Fannie Mae and Protective Life Insurance
Company. We note you
became current, as of August 4, 2023, for one of the properties
that was in default
with Protective Life Insurance Company. Please provide us with a
detailed analysis
supporting your eligibility to use Form S-3, focusing on whether any
such defaults, in the
aggregate, are material to the financial position of your company and
its consolidated and
unconsolidated subsidiaries, taken as a whole. See General Instruction
Brandon Ribar
SONIDA SENIOR LIVING, INC.
August 18, 2023
Page 2
I.A.4 of Form S-3 and refer to the guidance provided in Question 115.12
of the Division
of Corporation Finance s Compliance and Disclosure Interpretations of
Securities Act
Forms.
2. Please revise the exhibit table and file all shareholder agreements and
debt agreements
related to the transactions described in your registration statement,
which would include:
November 21, 2021 Financing Agreement;
Equity Commitment Agreement;
Investor Rights Agreement; and
Registration Rights Agreement.
We also note that you incorporate by reference to your Form 8-K filed on
July 5, 2023 and
that the Equity Commitment Agreement is further incorporated by reference
in that Form
8-K. However, you need to identify and file that agreement separately and
may not
"double incorporate." See Securities Act Rule 411(e).
3. Please revise to disclose that each of the selling shareholder is an
underwriter.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Nicholas O'Leary at (202) 551-4451 or Lauren Nguyen at
(202) 551-3642
with any other questions.
Sincerely,
FirstName LastNameBrandon Ribar Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameSONIDA SENIOR LIVING, INC.
Services
August 18, 2023 Page 2
cc: Paul Conneely, Esq.
FirstName LastName