Activist shareholder calls for more transparency from Brookdale

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Jonathan Litt
Jonathan Litt

Brookdale Senior Living should be more transparent about the status of its strategic review process, which has been taking place for more than eight months, Brookdale shareholder Land and Buildings said Monday in a press release.

The country's largest senior living operator began working on the review in January with Goldman Sachs. On subsequent earnings calls, the executive chairman of the company's board, Daniel Decker, has declined to comment on reports that the company was negotiating to sell some or all of its assets but said that Brookdale has an “ongoing process to explore options and alternatives available to us to enhance shareholder value.”

“While a ‘no comment' is understandable for a time, given the duration of the process announced earlier this year, we believe investors are now due more transparency from their Board of Directors on the status of the process,” said Jonathan Litt, founder and chief investment officer of Land and Buildings and author of the letter. Land and Buildings owes 2.7% of Brookdale shares, he said.

It's not the first time Litt has been critical of the operator. In July, Brookdale struck a deal with Litt that added a member to the board in exchange for Litt supporting the slate of director nominees put forth by the board at this year's annual meeting. Also as part of the deal, Brookdale also said it would consult with Land & Buildings about the board's composition before next year's meeting.

This time, noting that the value of Brookdale's real estate conservatively is estimated at approximately $16 per share, “well above the current share price of $9.59,” Litt suggested that Brookdale maximize shareholder value through entity-level transactions or by modifying leases, monetizing as much of the real estate as possible and distributing as much of net proceeds as is prudent to shareholders.

Brookdale will hold its third-quarter earnings call Nov. 7, according to a press release issued Monday by the company.

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