NASHVILLE, Tenn., April 24, 2015 /PRNewswire/ -- Brookdale Senior
Living Inc. (NYSE: BKD) today announced the appointments of
Mark J. Parrell and Lee S. Wielansky to its Board of Directors as
Class III directors. The appointments of Messrs. Parrell and
Wielansky, which became effective on April
23, 2015, fill the vacancies created by the retirements from
the Board of Mark J. Schulte, who
had previously served as CEO and Co-CEO of the Company and had
served as a director since 2008, and Dr. Samuel Waxman, who had served as a director
since 2005. Following the changes, the Brookdale Board will
remain comprised of nine directors, seven of whom are
independent.
Mr. Parrell brings over 20 years of real estate, capital
markets, mergers and acquisitions and investment experience to the
Brookdale Board. Since 1999, Mr. Parrell has worked at Equity
Residential, an S&P 500 company focused on the acquisition,
development and management of high quality apartment properties in
top U.S. growth markets. He was appointed Executive Vice
President and Chief Financial Officer of Equity Residential in 2007
after previously serving as Senior Vice President and Treasurer of
the company. Mr. Parrell also served as a director of Aviv
REIT, Inc., a publicly-traded healthcare REIT, from its initial
public offering until it was acquired earlier this year.
Mr. Wielansky has more than 40 years of commercial real estate
investment, management and development experience. In 1983, Mr.
Wielansky co-founded Midland Development Group, which focused on
the development of retail properties in the mid-west and southeast
and which was sold to Regency Centers Corporation.
Subsequently, he has served as a Managing Director of Regency
Centers Corporation and as the President and Chief Executive
Officer of JDN Development Company, Inc., which was a wholly-owned
subsidiary of JDN Realty Corporation, a REIT which was acquired by
Developers Diversified Realty Corporation. Since 2003, he has
served as Chairman and CEO of the re-started Midland Development
Group and he also currently serves as Chairman and CEO of
Opportunistic Equities, which specializes in low income
housing. Mr. Wielansky currently serves as Lead Trustee of
Acadia Realty Trust, a publicly-traded REIT focused on the
ownership, acquisition, redevelopment and management of commercial
retail properties in the United
States, and as a director of Isle of Capri Casinos, Inc. and
Pulaski Financial Corp.
"We are pleased to welcome Mark and Lee as new independent
directors to the Brookdale Board," said Jeffrey R. Leeds, Brookdale's Chairman.
"Mark and Lee are both distinguished and highly respected
executives with deep real estate and finance experience, and we
look forward to benefitting from their expertise as we continue to
evaluate the role of our significant owned real estate
portfolio. Our Board remains committed to creating value for
our shareholders. The addition of Mark and Lee, along with
Bill Petty who joined the Board in
December 2014, demonstrates our focus
on continuing to evolve the overall skills and experience
represented on the Board in order to support the management team in
refining and executing the Company's strategy to create shareholder
value."
Mr. Leeds continued, "On behalf of the entire Board of
Directors, I want to express our sincere thanks to Mark Schulte and Sam
Waxman for their years of service and dedication to
Brookdale. We are extremely grateful for the solid leadership
they have provided and for their numerous contributions to the
Company's growth and success, and wish them the best."
Jackie Clegg, Chair of the
Nominating and Corporate Governance Committee of Brookdale's Board,
added, "We have been engaged in the process of identifying new
directors as part of our focus on ensuring that the Board has the
appropriate balance of senior housing, real estate, finance, and
operations experience. As part of this process, the Committee
previously identified and vetted Mr. Parrell. The Committee
also vetted the candidates nominated by Sandell Asset Management in
March 2015 and determined that the
appointment of Mr. Wielansky would further the Committee's
objective to create the appropriate balance of experience on the
Board."
Messrs. Parrell and Wielansky, along with William G. Petty, Jr. and James R. Seward, will comprise the Investment
Committee of the Brookdale Board. The Investment Committee, with an
updated charter, has been charged with overseeing and assisting the
Board in its ongoing review of options to create value for
shareholders, including those associated with the Company's real
estate portfolio. As previously disclosed, the Board and the
Investment Committee are being advised in this regard by Goldman,
Sachs & Co., Bank of America, CS Capital Advisors and Skadden
Arps. Consistent with its record of transparency, the Company
will continue to provide regular updates on its plans and progress
in the normal course of shareholder communication.
Furthermore, after receiving feedback from numerous shareholders
regarding the Company's change in control severance arrangements,
the Board has approved amendments to the Company's existing
severance arrangements with its senior executives that will provide
additional benefits to the executives in the event of certain
terminations. These changes are intended to further align the
senior executives' interests with those of the Company's
shareholders, particularly in the context of a change in
control.
In connection with today's Board actions, the Company also
announced an agreement with Sandell Asset Management. Sandell has
agreed to withdraw its notice of nomination and agreed to abide by
certain customary standstill and voting provisions, including
voting in favor of the three nominees to be recommended by the
Board at the 2015 Annual Meeting.
Thomas Sandell, CEO of Sandell
Asset Management, stated, "We are very pleased with the
collaborative solution we were able to reach with Brookdale, and
the ongoing commitment the Company has demonstrated towards
enhancing shareholder value. The two new directors joining the
Board and the Investment Committee bring the right range and depth
of experience to help the Company continue to address its
strategic, operational and corporate governance goals. We
look forward to ongoing dialogue with Brookdale's management and
Board during this period of increased industry strategic activity
and real estate values."
The agreement between Brookdale and Sandell will be filed in a
Form 8-K with the Securities and Exchange Commission.
Mark J. Parrell
Mr.
Parrell has served as the Executive Vice President and Chief
Financial Officer of Equity Residential, the largest United States apartment real estate investment
trust, since October 2007. Mr.
Parrell was Senior Vice President and Treasurer of Equity
Residential from August 2005 to
October 2007, and served in various
roles in the company's finance group since September 1999. He
currently serves as the Chair of the Finance Committee of the
National Multifamily Housing Council. Mr. Parrell served as a
director of Aviv REIT, Inc. from March
2013 until April 1,
2015. Mr. Parrell holds a B.B.A. from the University of Michigan and a J.D. from the
Georgetown University Law Center.
Lee S. Wielansky
Mr.
Wielansky currently serves as Chairman and CEO of Midland
Development Group, Inc., which was re-started in 2003 and focuses
on the development of retail properties in the mid-west and
southeast, and as Chairman and CEO of Opportunistic Equities, which
specializes in low income housing. Mr. Wielansky was
previously President and CEO of JDN Development Company, Inc.,
which was a wholly-owned subsidiary of JDN Realty Corporation, a
publicly-traded REIT with more than $1
billion in assets that was acquired by Developers
Diversified Realty Corporation. Before joining JDN, he served as
Managing Director – Investments of Regency Centers Corporation, a
publicly-traded REIT and a leading owner, operator and developer of
shopping centers in the United
States. Mr. Wielansky is Lead Trustee of Acadia Realty
Trust, a publicly-traded REIT focused on the ownership,
acquisition, redevelopment and management of commercial retail
properties in the United States,
and is a director of Isle of Capri Casinos, Inc. and Pulaski
Financial Corp. He also serves on the Foundation board of
Barnes Jewish Hospital (BJC) and the Jewish Federation in St
Louis. Mr. Wielansky received a bachelor's degree in Business
Administration, with a major in Real Estate and Finance, from the
University of Missouri -
Columbia.
About Brookdale Senior Living
Brookdale Senior Living
Inc. is the leading operator of senior living communities
throughout the United States. We
are committed to providing senior living solutions primarily within
properties that are designed, purpose-built and operated to provide
the highest-quality service, care and living accommodations for
residents. Currently we operate independent living, assisted
living, and dementia-care communities and continuing care
retirement centers, with approximately 1,150 communities in 46
states and the ability to serve approximately 111,000 residents.
Through our ancillary services program, we also offer a range of
outpatient therapy, home health, personalized living and hospice
services.
Safe Harbor
Certain statements in this press release
may constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to various risks and
uncertainties and include all statements that are not historical
statements of fact and those regarding our intent, belief or
expectations, including, but not limited to, statements relating to
strategic opportunities, refining and executing on our strategic
plan, options and alternatives associated with our owned real
estate portfolio, and creating shareholder value. These
forward-looking statements are based on certain assumptions and
expectations, and our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain.
Although we believe that expectations reflected in any
forward-looking statements are based on reasonable assumptions, we
can give no assurance that our expectations will be attained and
actual results and performance could differ materially from those
projected. Factors which could have a material adverse effect on
our operations and future prospects or which could cause events or
circumstances to differ from the forward-looking statements
include, but are not limited to, the risk associated with the
current global economic situation and its impact upon capital
markets and liquidity; changes in governmental reimbursement
programs; our inability to extend (or refinance) debt (including
our credit and letter of credit facilities) as it matures; the risk
that we may not be able to satisfy the conditions precedent to
exercising the extension options associated with certain of our
debt agreements; events which adversely affect the ability of
seniors to afford our monthly resident fees or entrance fees; the
conditions of housing markets in certain geographic areas; our
ability to generate sufficient cash flow to cover required interest
and long-term operating lease payments; the effect of our
indebtedness and long-term operating leases on our liquidity; the
risk of loss of property pursuant to our mortgage debt and
long-term lease obligations; the possibilities that changes in the
capital markets, including changes in interest rates and/or credit
spreads, or other factors could make financing more expensive or
unavailable to us; our determination from time to time to purchase
any shares under the repurchase program; our ability to fund any
repurchases; our ability to effectively manage our growth; our
ability to maintain consistent quality control; risks associated
with regulatory oversight and approvals; the risk that we may not
be able to expand, redevelop and reposition our communities in
accordance with our plans; our ability to complete acquisitions and
integrate them into our operations; competition for the acquisition
of assets; our ability to obtain additional capital on terms
acceptable to us; a decrease in the overall demand for senior
housing; our vulnerability to economic downturns; acts of nature in
certain geographic areas; terminations of our resident agreements
and vacancies in the living spaces we lease; early terminations or
non-renewal of management agreements; increased competition for
skilled personnel; increased union activity; departure of our key
officers; increases in market interest rates; environmental
contamination at any of our communities; failure to comply with
existing environmental laws; an adverse determination or resolution
of complaints filed against us; the cost and difficulty of
complying with increasing and evolving regulation; risks relating
to the integration of Emeritus and the transactions with HCP, Inc.,
including in respect of unanticipated difficulties and/or
expenditures relating to such transactions; the impact of such
transactions on the Company's relationships with residents,
employees and third parties; and the inability to obtain, or delays
in obtaining, cost savings and synergies from such transactions; as
well as other risks detailed from time to time in our filings with
the Securities and Exchange Commission, including our Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. When considering
forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in such SEC filings.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements, which reflect our management's views as
of the date of this press release. We cannot guarantee future
results, levels of activity, performance or achievements and we
expressly disclaim any obligation to release publicly any updates
or revisions to any forward-looking statements contained herein to
reflect any change in our expectations with regard thereto or
change in events, conditions or circumstances on which any
statement is based.
Important Additional Information and Where to Find
It
The Company, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Company's 2015 Annual Meeting of Stockholders (the "2015 Annual
Meeting"). The Company plans to file a proxy statement with the
U.S. Securities and Exchange Commission (the "SEC") in connection
with the solicitation of proxies for the 2015 Annual Meeting (the
"2015 Proxy Statement"). STOCKHOLDERS ARE URGED TO READ THE
2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL
FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Additional information regarding the identity of these potential
participants, none of whom, owns in excess of 1 percent of the
Company's shares, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the 2015 Proxy
Statement and other materials to be filed with the SEC in
connection with the 2015 Annual Meeting. Information relating to
the foregoing can also be found in the Company's definitive proxy
statement for its 2014 Annual Meeting of Stockholders (the "2014
Proxy Statement"), filed with the SEC on June 6, 2014. To the extent holdings of the
Company's securities by such potential participants have changed
since the amounts printed in the 2014 Proxy Statement, such changes
have been or will be reflected on Statements of Ownership and
Change in Ownership on Forms 3 and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2015 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2015 Annual Meeting
at the SEC's website (http://www.sec.gov), at the Company's website
(http://www.brookdale.com) or by contacting Chad C. White by phone at (615) 221-2250, by
email at cwhite@brookdale.com or by mail at Brookdale Senior Living
Inc., Attn: Chad C. White, Senior
Vice President, Co-General Counsel and Secretary, 111 Westwood
Place, Suite 400, Brentwood,
Tennessee 37027.
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SOURCE Brookdale Senior Living Inc.