Editor’s Note, Sept. 20: Brookdale Senior Living has issued a response to the Land & Buildings letter. It may be viewed here.
Land & Buildings founder and Chief Investment Officer Jonathan Litt on Thursday expanded on the reasons he withdrew as a candidate for the Brookdale Senior Living Board of Directors and also took the opportunity to bolster Land & Building’s argument for its remaining nominee, James “Jay” Flaherty III, as an alternative to a candidate put forth by Brookdale.
The comments, made in an open letter to fellow shareholders of the country’s largest senior living company, coincided with the filing with the Securities and Exchange Commission of Land & Building’s definitive proxy statement for Brookdale’s annual shareholder meeting, where a vote on directors will take place. The move came one day after Brookdale filed its own definitive proxy statement and letter related to the meeting and announced that the meeting would be held Oct. 29.
The Stamford, CT-based activist shareholder owns approximately 4% of Brentwood, TN-based Brookdale’s outstanding shares of common stock, according to an SEC filing.
Flaherty, the former CEO of real estate investment trusts NorthStar Healthcare Income and HCP, is managing partner of investment firm Corby 2.0. In its SEC filing, Brookdale said his nomination means that Land & Buildings “is still actively seeking to gain influence and representation on the Board.”
In his letter, however, Litt refuted Brookdale’s contention that Flaherty’s election would “result in a repeated push” for Land & Building’s proposed separation of the company’s real estate and its management company into two separate companies in a so-called operating company / property company, or OpCo / PropCo, split to maximize shareholder value.
Flaherty, he said, “is fully independent of Land & Buildings and the suggestion that he would enter the boardroom beholden to any single plan of action or strategy is simply untrue and falsely suggests that he doesn’t understand his duties as a public company director.”
Litt also took exception to Brookdale’s statement that “Mr. Flaherty’s predominantly real estate background would not be additive to the broader skill set necessary for the Board of a leading healthcare operator such as Brookdale.” Flaherty, he said, “possesses the deep healthcare, real estate and operational experience.”
Land & Buildings originally had nominated both Flaherty and Litt as board candidates but withdrew Litt’s name from consideration on Sept. 3 “[b]ased on stockholder feedback and our due diligence around the qualifications of the Company’s nominees,” Litt said Thursday. The registered investment manager said it plans to use its proxy to vote for Flaherty and “also the candidate who has been nominated by the Company other than Victoria L. Freed,” meaning Guy Sansone.
Freed is senior vice president of sales, trade support and service at Royal Caribbean International, and Sansone is a managing director and chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal.
Flaherty, the letter said, “is more qualified to serve as a director of Brookdale than Vicki Freed given Mr. Flaherty’s substantial industry experience and operational knowledge.” Also, Litt said, the company’s board needs a director who has not been selected by the current board, “to instill accountability in the boardroom.”
See the complete letter here.
Editor’s Note, Sept. 20: Brookdale Senior Living has issued a response to the Land & Buildings letter. It may be viewed here.
Article updated Sept. 20 with a link to Brookdale’s response to Land & Building’s letter.
