NASHVILLE, Tenn., July 26, 2017 /PRNewswire/ -- Brookdale Senior
Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today
announced that it has reached an agreement with Land &
Buildings Management LLC and certain of its affiliates
(collectively, "Land & Buildings") pursuant to which Marcus
"Marc" E. Bromley was appointed as an independent member of the
Company's board of directors (the "Board"), effective July 25, 2017, filling the vacancy created by the
previously disclosed departure of Mark J.
Parrell. Mr. Bromley was also appointed to both the
Audit and Investment Committees of the Board. Brookdale's
Board continues to be comprised of nine directors, seven of whom
are independent.
Mr. Bromley has more than 35 years of real estate industry
leadership experience, including serving as the chairman of the
board of trustees and chief executive officer of Gables Residential
Trust from 1993 until 2000 and as a trustee through 2005.
Prior to Gables Residential Trust, Mr. Bromley was a division
partner for the Southeast operation of Trammell Crow Residential
Company. Mr. Bromley currently serves as a member of the
advisory board of Nancy Creek Capital Management, LLC, a private
mezzanine debt and equity investment firm, and as an independent
director of Cole Credit Property Trust V, Inc., a non-listed real
estate investment trust.
"Marc is a terrific addition to our Board and brings extensive
real estate and finance experience, as well as a fresh
perspective," said Daniel A. Decker,
Executive Chairman of Brookdale's Board. "We expect that
Marc's insights and contributions will be valuable as we focus on
the execution of our strategic objectives, including our ongoing
process to explore options and alternatives to create and enhance
stockholder value. We are pleased to welcome him to
Brookdale's Board with the support of our stockholder Land &
Buildings."
Mr. Decker continued, "On behalf of the entire Board, I want to
express our sincere thanks to Mark
Parrell for his service and dedication to Brookdale.
The Board and our Audit and Investment Committees have benefitted
from Mark's insight and collaborative approach. We are
extremely grateful for his solid leadership and numerous positive
contributions to the Company, and wish him the best."
Jonathan Litt, Founder and CIO of
Land & Buildings, stated, "We are very pleased to have been
able to work collaboratively with the Company to add a highly
qualified independent director to its Board. Brookdale is
substantially undervalued and has significant potential, and we
believe that Marc's presence on the Board and on its Audit and
Investment Committees will enhance the Company's focus on exploring
all pathways towards maximizing value for stockholders."
The Honorable Jackie M. Clegg, Chair of the Nominating and
Corporate Governance Committee of Brookdale's Board, added, "We are
pleased to have added such a well-suited candidate and look forward
to having Marc's perspective on the Board as we guide Brookdale
along the path ahead."
Under the terms of the agreement, Land & Buildings has
agreed to abide by certain customary standstill and voting
provisions, including voting in favor of the slate of director
nominees to be put forth by the Board at the 2017 annual meeting of
stockholders of the Company (the "2017 Annual Meeting") and the
Company has agreed to review and consult with Land & Buildings
regarding the composition of the Board prior to the 2018 annual
meeting of stockholders of the Company. As previously
disclosed, the 2017 Annual Meeting is currently scheduled for
September 25, 2017. The
agreement between Brookdale and Land & Buildings will be filed
in a Form 8-K with the Securities and Exchange Commission (the
"SEC").
As previously announced, Brookdale's Board and management team
are working with legal and financial advisors in a process of
exploring options and alternatives to create and enhance
stockholder value. That process is ongoing.
About Brookdale Senior Living
Brookdale Senior Living Inc. is the leading operator of senior
living communities throughout the United States. The Company
is 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. Brookdale operates independent living, assisted
living, and dementia-care communities and continuing care
retirement centers, with approximately 1,052 communities in 47
states and the ability to serve approximately 103,000 residents as
of March 31, 2017. Through its
ancillary services program, the Company also offers a range of
outpatient therapy, home health and hospice services.
Brookdale's stock is traded on the New York Stock Exchange under
the ticker symbol BKD.
About Land & Buildings
Land & Buildings is a registered investment manager
specializing in publicly traded real estate and real estate related
securities.
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 the evaluation of
options and alternatives to create and enhance stockholder value
and the execution on our strategic objectives. Forward-looking
statements are generally identifiable by use of forward-looking
terminology such as "may," "will," "should," "could," "would,"
"potential," "intend," "expect," "endeavor," "seek," "anticipate,"
"estimate," "overestimate," "underestimate," "believe," "project,"
"predict," "continue," "plan," "target" or other similar words or
expressions. 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; the risk of overbuilding and new supply; our inability to
extend (or refinance) debt (including our credit and letter of
credit facilities and our outstanding convertible notes) 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 lease payments; the effect of our
indebtedness and long-term 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
our share repurchase program; our ability to fund any repurchases;
our ability to effectively manage our growth; our ability to
maintain consistent quality control; delays in obtaining regulatory
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 acquisition, disposition, lease restructuring,
financing, re-financing and venture transactions (including assets
currently held for sale and the pending transactions with HCP,
Inc.) on agreed upon terms or at all, including in respect of the
satisfaction of closing conditions, the risk that regulatory
approvals are not obtained or are subject to unanticipated
conditions and uncertainties as to the timing of closing; our
ability to successfully integrate acquisitions; 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 wage pressure and 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; as
well as other risks detailed from time to time in our filings with
the SEC, 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 2017
Annual Meeting. The Company plans to file a proxy statement with
the SEC in connection with the solicitation of proxies for the 2017
Annual Meeting (the "2017 Proxy Statement"). STOCKHOLDERS ARE URGED
TO READ THE 2017 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 2017 Proxy
Statement and other materials to be filed with the SEC in
connection with the 2017 Annual Meeting. Information relating to
the foregoing can also be found in the Company's Amendment No. 1 to
its Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on
May 1, 2017 (the "10-K/A"). To the
extent holdings of the Company's securities by such potential
participants have changed since the amounts printed in the 10-K/A,
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 2017 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 2017 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., Attention: Chad C. White,
Senior Vice President, General Counsel and Secretary, 111 Westwood
Place, Suite 400, Brentwood,
Tennessee 37027.
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SOURCE Brookdale Senior Living Inc.