CNL Healthcare Properties, Inc. 8-K

What Happened
CNL Healthcare Properties, Inc. (CHTH) disclosed that on January 12, 2026 MacKenzie Capital Management, LP launched an unsolicited "mini‑tender" offer to buy up to 400,000 shares (about 0.23% of outstanding shares) at $4.55 per share. The Company said it is not affiliated with MacKenzie. After evaluating the offer with management and outside advisers, the Board unanimously decided not to make a recommendation and to remain neutral. The Company posted a letter to stockholders on its website on January 14, 2026 (Exhibit 99.1) notifying them of the Board’s decision.

Key Details

• Offeror: MacKenzie Capital Management, LP; offer date: Jan 12, 2026.
• Size/price: up to 400,000 shares (~0.23% of outstanding) at $4.55 per share.
• Board action: unanimously chose to make no recommendation and remain neutral; company posted letter Jan 14, 2026.
• Context: Company is pursuing proposed Transactions with Sonida Senior Living, Inc. (merger agreement dated Nov 4, 2025); Sonida’s Form S‑4 was declared effective Jan 6, 2026 and a joint proxy/prospectus has been filed. Company noted suspension of its stock redemption plan and limited trading market.

Why It Matters
The mini‑tender is small in size but presents a cash option ($4.55) that some shareholders may prefer over receiving part of the proposed merger consideration in Sonida shares, which can change in value. Because the Board is neutral and the Company cannot guarantee the Transactions will close or future distributions or share value, shareholders should review the registration statement and joint proxy/prospectus (filed with the SEC) and consider their own liquidity needs before deciding whether to tender. The filing highlights that there is no company recommendation and points investors to the S‑4 and joint proxy for complete information.