SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the
Registrant ¨
Filed by a Party
other than the Registrant þ
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
Brookdale Senior Living Inc.
(Name of Registrant as Specified In Its Charter)
Sandell Asset Management Corp.
Castlerigg Master Investments Ltd.
Castlerigg International Limited
Castlerigg International Holdings Limited
Castlerigg Offshore Holdings, Ltd.
Castlerigg Merger Arbitrage and Equity Event
Intermediate Fund, L.P.
Castlerigg Merger Arbitrage and Equity Event
Fund, Ltd.
Castlerigg Merger Arbitrage and Equity Event
Master Fund, Ltd.
Castlerigg Active Investment Fund, Ltd.
Castlerigg Active Investment Intermediate
Fund, L.P.
Castlerigg Active Investment Master Fund,
Ltd.
Castlerigg Equity Event and Arbitrage Fund
Pulteney Street Partners, L.P.
Thomas E. Sandell
Edward A. Glickman
Lee S. Wielansky
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (check the appropriate
box):
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No fee required. |
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Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Date Filed: |
On March 16, 2015, Sandell Asset Management Corp. (“SAMC”)
issued a press release announcing its intention to nominate a slate of three independent candidates to stand for election to the
board of directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”). A copy of the press release
is filed herewith as Exhibit 1.
Information regarding the Participants in a solicitation of proxies
from stockholders of the Company in connection with the Company’s 2015 annual meeting of stockholders is filed herewith as
Exhibit 2.
EXHIBIT 1
Sandell Asset Management Nominates Three Highly-Qualified
Candidates for Election to Board of Directors of Brookdale Senior Living Inc.
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Sandell Nominees Possess the Extensive Real Estate and Transactional Experience that Sandell Views as Lacking on Current Board, and Necessary to Unlock Shareholder Value |
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Sandell Believes Real Change is Needed at Board Level to Address Strategic, Operational and Governance Missteps |
March 16, 2015 09:15 AM Eastern
Daylight Time
NEW
YORK--(BUSINESS WIRE)--Today Sandell Asset Management Corp. (“Sandell”), a shareholder
of Brookdale Senior Living Inc. (“BKD”, “Brookdale” or the “Company”) (BKD),
announced its intention to nominate a slate of three independent candidates for the Brookdale Board of Directors to replace the
three incumbent directors who are expected to stand for reelection at the Company’s upcoming Annual Meeting.
Sandell believes that the following
director nominees bring the requisite industry experience, fresh independent perspective and shareholder representation required
to deliver needed strategic, operational and governance changes to Brookdale:
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Edward Glickman – Executive Chairman of FG Asset Management US and former President, COO of Pennsylvania Real Estate Investment Trust (PREIT). |
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Lee Wielansky – Chairman and CEO of Midland Development Group, with over 37 years of real estate as well as directorship and governance experience. |
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Thomas Sandell – Founder and CEO of Sandell Asset Management, shareholder representative with extensive global M&A and capital markets experience. |
Sandell intends to run these three
directors as replacements for the following long-tenured, incumbent Company directors:
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Jeffrey R. Leeds – Board member since 2005, Chairman since 2012, with no relevant real estate or senior living experience. |
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Mark J. Schulte – Board member since 1997, ex-Brookdale CEO with limited real estate or capital markets experience. |
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Dr. Samuel Waxman – Board member since 2005, Mount Sinai medical school professor with no financial or real estate experience, age 77. |
Tom Sandell, CEO of Sandell Asset
Management stated: “The Company’s unwillingness to commit to exploring all options in order to unlock the substantial
value we strongly believe is trapped in Brookdale’s owned real estate portfolio calls into question whether the current Board
possesses the necessary experience and qualifications to adequately fulfill their duty to shareholders. Senior living real estate
valuations are at an all-time high, and given the robust multiples we are seeing via M&A in the real estate sector, any argument
seeking to claim that now is not the right time for a transaction, or that it ‘may not be in the best interest of shareholders,’
rings hollow to us.
“Based on our conversations
with other large shareholders we are confident that our views are widely held, and that significant support would exist for new
directors who can chart and execute on a path that takes into account all strategic options – including the separation of
the Company’s owned real estate portfolio into a Real Estate Investment Trust (“REIT”) structure and distribution
via a tax free spin-off to shareholders (“PropCo”).
“Our three independent, highly-qualified
nominees would immediately bring the right mix of experience to effect change at the Company, dedicating the required time and
energy to expeditiously explore and evaluate all potential transactional opportunities. Of particular relevance, in 2014, Mr. Glickman
was elected as part of a shareholder slate to CommonWealth REIT (since renamed Equity Commonwealth), where he demonstrated an ability
to work constructively and collaboratively with fellow trustees and the executive team for the good of all shareholders.
“The deep operational and
managerial expertise Mr. Wielansky and Mr. Glickman each possess as former sector executives would also be particularly applicable
given recent operational issues at the Company – most glaringly the significant reduction in 2015 CFFO guidance, which led
us and, we believe, other shareholders to become increasingly concerned about growing integration headaches with respect to the
Emeritus Corp. acquisition. When considering the range of issues facing Brookdale, we are convinced the type of backgrounds these
two candidates would bring, in addition to the experience I possess navigating complex transactions and the capital markets, is
exactly what the Board of Brookdale needs at this point in time.
“Moreover, we continue to
have deep concerns regarding the corporate governance at Brookdale, which we believe is further weighing on the Board’s accountability
to the true owners of the Company, the shareholders. We believe the considerable defensive mechanisms in place have served to limit
the voice of shareholders; the Board is plagued by a lack of truly ‘independent’ members who have not been tied to
the Company and its previous acquisitions; a pattern has been established of questionable disclosure discrepancies between proxies
of different years with respect to the same CEO compensation package; and the potential exists for undue reliance on Board compensation
for existing Board members.
“At this stage we plan to
move forward with taking our case directly to shareholders to add much needed real estate experience and shareholder representation
to the Board as we have found that the Company has only begrudgingly worked towards the exploration of all strategic options to
unlock the value of its owned real estate portfolio and the rectification of its outdated corporate governance structure. We believe
that time is of the essence and that the time has come for change at Brookdale.”
Additional Biographical Information
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Edward Glickman – Executive Director of the Center for Real Estate Finance Research and Clinical Professor of Finance at New York University Stern School of Business. Mr. Glickman is also currently the Executive Chairman of the U.S. subsidiary of FG Asset Management, a global alternative asset management company investing primarily in core properties on behalf of Korean financial institutions. Mr. Glickman was formerly President, COO and Trustee of the Pennsylvania Real Estate Investment Trust (PREIT). While at PREIT, he oversaw the transformation of a 50 employee, $200 million private development firm into a 1,600 employee, $4 billion publicly traded NYSE REIT owning 35 million square feet of property. Prior to PREIT, Glickman was EVP and CFO of The Rubin Organization, EVP and CFO of Presidential Realty Corporation and an investment banker with Shearson Lehman Brothers and Smith Barney.
Mr. Glickman holds Bachelor of Applied Science (Bioengineering) and BS Economics Management and Technology degrees from the University of Pennsylvania’s Wharton School and College of Engineering and Applied Science. He also holds an MBA from the Harvard Graduate School of Business Administration. |
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Lee Wielansky – Chairman and CEO of Midland Development Group, which focuses on the development of retail properties in the mid-west and southeast and was the largest developer of Kroger supermarket-anchored shopping centers in the United States, Lee Wielansky has over 37 years of real estate experience. Mr. Wielansky was previously President and CEO of JDN Development Company, which was a wholly-owned subsidiary of JDN Realty Corporation, a publicly-traded REIT with more than $1 billion in assets that merged with Developers Diversified Realty Corporation. He was formerly Managing Director – Investments and on the board of Regency Centers Corporation, a leading operator and developer of shopping centers encompassing more than 30 million square feet of real estate in 300 centers across in the United States. Prior to Mr. Wielansky's tenure with Regency Realty, he was the Founding Partner and CEO of Midland Development Group, Inc., beginning in 1983 through its eventual acquisition by Regency Realty in 1999. During that time, Midland became one of the preeminent developers and managers of grocery anchored shopping centers throughout the entire Midwest with over 100,000,000 square feet of properties under their control at any one time. Mr. Wielansky is Lead Trustee of the $1.5 billion publicly-traded REIT Acadia Realty as well as a director of Isle of Capri Casinos and Pulaski Financial Corp.
Mr. Wielansky received a bachelor's degree in Business Administration, with a major in Real Estate and Finance, from the University of Missouri–Columbia. |
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Thomas Sandell – Mr. Sandell founded Sandell Asset Management in January 1998 and is currently its Chairman and Chief Executive Officer. He has been involved in the securities industry since 1986. Mr. Sandell joined Bear Stearns in 1989 to establish the proprietary international risk arbitrage operation. When he left in 1997, he was a Senior Managing Director and co-head of the Risk Arbitrage department. Previously, Mr. Sandell worked as a securities analyst for Atlantic Finance in Paris from 1986 to 1987 and subsequently was head of equity research at Group Delphi in Paris. Mr. Sandell is a founding board member and the current Chairman of The New Leader’s Group of the Institute of International Education, the administrator of the U.S. Government’s Fulbright Program. He is also a Trustee of Friends of ARK (Absolute Return for Kids).
Mr. Sandell received a BS in Business Studies with an International Focus from Uppsala University in Sweden and an MBA in Finance from Columbia Business School.
Mr. Sandell's qualifications as a director include his extensive M&A experience, financial expertise and his experience as an executive. |
About Sandell Asset Management
Corp.
Sandell Asset Management Corp.
is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing
with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by
Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure
specialists.
SANDELL ASSET MANAGEMENT CORP.,
CASTLERIGG MASTER INVESTMENTS LTD., CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL HOLDINGS LIMITED, CASTLERIGG OFFSHORE
HOLDINGS, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE
FUND, L.P., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD., CASTLERIGG ACTIVE INVESTMENT FUND, LTD., CASTLERIGG
ACTIVE INVESTMENT INTERMEDIATE FUND, L.P., CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD., CASTLERIGG EQUITY EVENT AND ARBITRAGE
FUND, PULTENEY STREET PARTNERS, L.P., THOMAS E. SANDELL (COLLECTIVELY, “SANDELL”), EDWARD A. GLICKMAN, AND LEE S. WIELANSKY
(COLLECTIVELY WITH SANDELL, THE “PARTICIPANTS”) INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”)
A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM
THE STOCKHOLDERS OF BROOKDALE SENIOR LIVING INC. (THE “COMPANY”) IN CONNECTION WITH THE COMPANY’S 2015 ANNUAL
MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY SANDELL WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD
WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY’S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE
AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV/.
INFORMATION ABOUT THE PARTICIPANTS
AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN AN EXHIBIT TO THE SCHEDULE 14A
TO BE FILED BY SANDELL ASSET MANAGEMENT CORP. WITH THE SEC ON MARCH 16, 2015. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM
THE SOURCES INDICATED ABOVE.
Contact:
Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814
or
Sloane & Company
Elliot Sloane, 212-446-1860
Dan Zacchei, 212-446-1882
or
Okapi Partners LLC
Bruce Goldfarb, 212-297-0722
Pat McHugh, 212-297-0721
Lisa Patel, 212-297-0720
EXHIBIT 2
SANDELL ASSET MANAGEMENT CORP., CASTLERIGG
MASTER INVESTMENTS LTD., CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL HOLDINGS LIMITED, CASTLERIGG OFFSHORE HOLDINGS,
LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND,
L.P., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD., CASTLERIGG ACTIVE INVESTMENT FUND, LTD., CASTLERIGG ACTIVE
INVESTMENT INTERMEDIATE FUND, L.P., CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD., CASTLERIGG EQUITY EVENT AND ARBITRAGE FUND,
PULTENEY STREET PARTNERS, L.P., THOMAS E. SANDELL (COLLECTIVELY, “SANDELL”), EDWARD A. GLICKMAN, AND LEE S. WIELANSKY
(COLLECTIVELY WITH SANDELL, THE “PARTICIPANTS”) INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”)
A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM
THE STOCKHOLDERS OF BROOKDALE SENIOR LIVING INC. (THE “COMPANY”) IN CONNECTION WITH THE COMPANY’S 2015 ANNUAL
MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY SANDELL WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD
WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY’S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE
AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV/.
Sandell Asset Management Corp., together with
the entities and individuals identified below (collectively, the “Participants”), are anticipated to be, or may be
deemed to be, participants in a solicitation of proxies from the stockholders of Brookdale Senior Living Inc. (the “Company”)
in connection with the Company’s 2015 annual meeting of stockholders (the “Proxy Solicitation”).
The participants are anticipated to include,
or may be deemed to include, Sandell Asset Management Corp. (“SAMC”), Castlerigg Master Investments, Ltd. (“Castlerigg
Master Investment”), Castlerigg International Limited (“Castlerigg International”), Castlerigg International
Holdings Limited (“Castlerigg Holdings”), Castlerigg Offshore Holdings, Ltd. (“Castlerigg Offshore Holdings”),
Castlerigg Merger Arbitrage and Equity Event Fund, Ltd. (“CMAEE Fund”), Castlerigg Merger Arbitrage and Equity Event
Intermediate Fund, L.P. (“CMAEE Intermediate”), Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd. (“CMAEE
Master”), Castlerigg Active Investment Fund, Ltd. (“CAI Fund”), Castlerigg Active Investment Intermediate Fund,
L.P. (“CAI Intermediate”), Castlerigg Active Investment Master
Fund, Ltd. (“CAI Master”), Castlerigg
Equity Event and Arbitrage Fund (“CEEAF”), Pulteney Street Partners, L.P. (“Pulteney Partners”), Thomas
E. Sandell, Edward A. Glickman, and Lee S. Wielansky.
As of the close of business on March 16, 2015,
the Participants may be deemed to beneficially own an aggregate of 2,535,922 shares of common stock, par value $0.01 per share,
of the Company (“Common Stock”).
Of the 2,535,922 shares of Common Stock deemed
to be beneficially owned in the aggregate by Participants: (a) Castlerigg Master Investment, Castlerigg International, Castlerigg
Holdings and Castlerigg Offshore Holdings may be deemed to beneficially own the 1,698,764 shares of Common Stock directly held
by Castlerigg Master Investment; (b) CMAEE Master, CMAEE Fund and CMAEE Intermediate may be deemed to be beneficially own the 226,966
shares of Common Stock directly held by CMAEE Master; (c) CAI Master, CAI Fund and CAI Intermediate may be deemed to beneficially
own the 278,213 shares of Common Stock directly held by CAI Master, including the 1,000 shares of Common Stock held in record name
by CAI Master; (d) CEEAF beneficially owns 21,150 shares of Common Stock; (e) Pulteney Partners beneficially owns 7,500 shares
of Common Stock; (f) SAMC may be deemed to beneficially own the 2,232,593 shares of Common Stock held by Castlerigg Master Investment,
CMAEE Master, CAI Master, CEEAF and Pulteney Partners by virtue of investment management agreements with each such entity; and
(f) Mr. Sandell, a citizen of Sweden, may be deemed to beneficially own 2,535,922 shares of Common Stock by virtue of his direct
and indirect control of SAMC and his indirect control over Merrill Lynch Investment Solutions SICAV, an umbrella fund with segregated
liability between sub-funds acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and
Arbitrage UCITS Fund (“UCITS”), which beneficially owns 303,329 shares of Common Stock.
By virtue of investment management agreements with Castlerigg Master
Investment, CMAEE Master, CAI Master, CEEAF and Pulteney Partners, SAMC has the power to vote or direct the voting, and to dispose
or direct the disposition, of all of the shares of Common Stock beneficially owned by Castlerigg Master Investment, CMAEE Master,
CAI Master, CEEAF and Pulteney Partners. By virtue of an investment management agreement with UCITS, Sandell Investment Services,
L.L.C. (“SIS”) has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the
shares of Common Stock beneficially owned by UCITS. By virtue of his direct and indirect control of SAMC and SIS, Mr. Sandell is
deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC and SIS have
voting power or dispositive power.
The principal business of SAMC and SIS is to provide investment
management services to private individuals and institutions. The principal business of Castlerigg Master Investment, Castlerigg
International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund, CAI Intermediate,
CAI Master, Pulteney Partners and UCITS is to invest in securities. The principal business of Mr. Sandell is to serve as
Chief Executive Officer of SAMC and as Managing Member of SIS. The
principal business of Mr. Glickman is to serve as Executive Chairman of FG Asset Managemnet US, an alternative asset manager serving
Korean financial institutions. The principal business of Mr. Wielansky is to serve as Chairman and Chief Executive Officer of Midland
Development Group, Inc., a commercial real estate development company located in St. Louis, Missouri.
The principal business address of Castlerigg
Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund,
CAI Intermediate, and CAI Master is c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road
Town, Tortola, British Virgin Islands. The principal business address of Castlerigg Offshore Holdings is c/o Maples Fund
Services (Cayman) Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The principal business address
of UCITS is c/o State Street Bank Luxembourg S.A., 49 avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. The
principal business address of CEEAF is c/o Atlantic Fund Services, Three Canal Plaza, Suite 600 Portland, Maine 04101.
The principal business address of Pulteney Partners is 527 Madison Avenue, 6th Floor, New York, NY 10022. The principal
business address of SIS, SAMC, and Mr. Sandell is 540 Madison Avenue, 36th Floor, New York, NY 10022. The principal business
address of Mr. Glickman is 44 West Fourth St., 10-87, New York NY 10012. The principal business address of Mr. Wielansky is
721 Emerson Road Suite 100, St. Louis, MO 63141.
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