NASHVILLE, Tenn., March 16, 2015 /PRNewswire/
-- Brookdale Senior Living Inc. (NYSE: BKD) today
confirmed that Sandell Asset Management ("Sandell") has provided
notice of its intent to nominate three director candidates to stand
for election to Brookdale's Board of Directors at the Company's
2015 Annual Meeting of Shareholders. The Nominating and Corporate
Governance Committee of the Board of Directors will review the
proposed nominees in accordance with the Company's Bylaws and
Corporate Governance Guidelines. Brookdale shareholders are not
required to take any action at this time.
Brookdale issued the following statement:
Brookdale's Board of Directors and management team are committed
to acting in the best interests of the Company and its
shareholders. We maintain a longstanding commitment to open
dialogue with our shareholders, and, in that regard, we have met
with Sandell extensively. Given our willingness to engage and
discuss Sandell's viewpoints with a goal of resolving this
situation constructively, we are surprised that they have
determined to take this course of action.
Brookdale is led by a highly qualified Board of Directors that
brings a diverse set of skills and expertise, and balances both
institutional knowledge and fresh perspectives. Adding new
independent directors has been a priority for the Brookdale Board.
In fact, Brookdale added Bill Petty
to the Board in December 2014 as a
new independent director with significant real estate, healthcare
and finance experience. Furthermore, the Company has publicly
stated that it is considering adding additional independent
directors with real estate, finance and transactional experience in
order to assist the Company's continuing evaluation of the value
and role of its real estate. Brookdale is committed to
continuing to evolve the overall skills and experience represented
on the Board in order to ensure that the Board has the appropriate
balance of industry, finance, real estate and operations experience
to support the management team in refining and executing the
strategy to create value for all Brookdale shareholders.
Contrary to Sandell's assertions, Brookdale's Board and
management team regularly examine a wide range of strategic
opportunities to enhance shareholder value and have a proven record
of taking decisive actions to achieve this important
objective. Brookdale's Board, the Investment Committee of the
Board and management team, working together with their legal and
financial advisors, are continuing to explore options and
alternatives associated with the Company's significant owned real
estate portfolio, which began prior to the Company's acquisition of
Emeritus in 2014.
This comprehensive review is active and ongoing and is
considering, among other things, the significant financial
flexibility, potential value creation opportunities and tax
mitigation strategies that real estate ownership affords the
Company. It is a complex process, and there are no assurances
that this review will result in any transaction or change to the
Company's strategy or corporate structure.
Brookdale's Board and management team will continue to make
decisions and take actions that we believe are in the best
interests of the Company and our shareholders and to focus on our
mission of enriching the lives of those we serve with compassion,
respect, excellence and integrity.
The Board will present its recommendation regarding director
nominees in Brookdale's definitive proxy statement and other
materials, to be filed with the Securities and Exchange Commission
and made available to all shareholders eligible to vote at the 2015
Annual Meeting.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as
Brookdale's legal advisor, and Goldman, Sachs & Co., BofA
Merrill Lynch, and CS Capital Advisors, LLC, are serving as
financial advisors.
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.