Activist investor 'closely monitoring' Brookdale's strategic review process

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Jonathan Litt
Jonathan Litt

Land & Buildings will be “closely monitoring” the progress that Brookdale Senior Living is making on its efforts to sell some or all of its assets, activist shareholder Jonathan Litt, founder and chief investment officer of the registered investment manager, said Friday in a public letter to fellow shareholders.

Litt seemed to imply that an agreement he struck with Brookdale in July might be imperiled if the company does not announce a “strategic transaction” before its next annual meeting.

“While Land & Buildings is certainly mindful of our standstill agreement with Brookdale, we will be closely monitoring the progress the company is making around the strategic review,” he wrote. “Based on Brookdale's historical precedent of holding their annual meeting around June, we would expect this standstill to expire in a few weeks if a strategic transaction is not announced before then.”

Brookdale's 2017 annual meeting originally was slated for July but was moved to September.

Under the terms of the standstill agreement, Stamford, CT-based Land & Buildings agreed to support the slate of director nominees put forth by the board at Brookdale's 2017 annual meeting, and Brentwood, TN-based Brookdale agreed to consult with Land & Buildings about the board's composition before the 2018 meeting. The agreement also saw Marcus “Marc” E. Bromley join Brookdale's Board of Directors as an independent member.

“It has been more than a year since Brookdale announced the engagement of Goldman Sachs and the beginning of a strategic review process,” Litt said Friday. “As such, Land & Buildings is hopeful that the company will be fully transparent with shareholders and provide a material update on this process when they hold their fourth-quarter 2017 earnings call.” Brookdale has not announced a date for the call.

A spokeswoman for Brookdale told McKnight's Senior Living that the company had no comment on Litt's letter.

Litt has been a frequent critic of Brookdale, maintaining that the company is “substantially undervalued” although it has “significant potential.” In October, he called for the company to be more transparent about the status of its strategic review process.

Daniel Decker, the executive chairman of Brookdale's board, said during a third-quarter earnings call in November: “We know that many of our shareholders would like for us to provide more transparency regarding the process, and we certainly appreciate that. However, for a variety of reasons, there are limits to what we can say while the process is ongoing, and it wouldn't be in our company's or shareholders' best interest to provide more detailed information at the present time.” Decker added that company executives were “working as expeditiously as possible to bring the review to a conclusion.”

In a January 2017 letter, Litt told Brookdale board members and shareholders that the company's increasing stock price at the time should not tempt Brookdale to abandon efforts to maximize value for shareholders. That letter followed one he wrote in December 2016 in which Litt recommended that Brookdale sell the real estate it owns, distribute the proceeds to shareholders and convert existing leases to management contracts.

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