NASHVILLE, Tenn., Feb. 6, 2015 /PRNewswire/ -- Brookdale Senior
Living Inc. (NYSE: BKD) ("Brookdale") today issued the
following statement in response to the press release and white
paper issued by Sandell Asset Management ("Sandell"):
Brookdale's Board of Directors and management team are committed
to acting in the best interests of the Company and its
shareholders. We regularly examine a wide range of strategic
opportunities to enhance shareholder value and have a strong track
record of taking decisive actions to achieve this important
objective.
We maintain a longstanding commitment to open dialogue with our
shareholders, and, in that regard, we have met with and listened to
the views of Sandell, as we would with any shareholder of
Brookdale. Our Board and management are considering Sandell's
suggestions as we continue to execute our strategic plan and
deliver on our priorities with the goal of driving significant
value for all of our shareholders.
We offer our residents and their families the largest range of
senior care solutions to meet their evolving needs, and our
associates are dedicated to meeting those needs every day. We
remain steadfastly focused on our mission to enrich the lives of
those we serve with compassion, respect, excellence and integrity.
Our success in fulfilling this mission has been, and will
continue to be, the foundation to creating value for our
shareholders.
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. Those
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, executing on our strategic plan 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. The
factors discussed above and the other factors noted in our SEC
filings from time to time could cause our actual results to differ
significantly from those contained in any forward-looking
statement. 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 Change in Ownership on Form 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.