Brookdale agreement with activist shareholder adds board member, affects future annual meetings

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Jonathan Litt, founder and chief investment officer of Brookdale stockholder Land & Buildings.
Jonathan Litt, founder and chief investment officer of Brookdale stockholder Land & Buildings.

Marcus “Marc” E. Bromley has joined the Brookdale Senior Living Board of Directors as an independent member under an agreement the company has struck with an activist shareholder, Brookdale announced Wednesday.

The appointment was effective on Tuesday.

Jonathan Litt, founder and chief investment officer of Brookdale stockholder Land & Buildings, said his Stamford, CT-based company was “very pleased to have been able to work collaboratively with the company to add a highly qualified independent director to its board.”

Litt has been a frequent critic of Brentwood, TN-based Brookdale, maintaining that the company is “substantially undervalued” although it has “significant potential.”

In a January letter, he 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 in which Litt recommended that Brookdale sell the real estate it owns, distribute the proceeds to shareholders and convert existing leases to management contracts.

Also under the terms of the agreement announced July 26, Brookdale said, Litt's company, a registered investment manager, will support the slate of director nominees put forth by the board at this year's annual meeting, and Brookdale will consult with Land & Buildings about the board's composition before next year's meeting.

Bromley fills the spot on the board formerly held by Mark J. Parrell, whose resignation from the body was announced in April and originally was timed to coincide with the company's annual meeting, which had been scheduled for July 24. That meeting has been moved to Sept. 25.

As Parrell did, Bromley will serve on the board's audit and investment committees, which Litt said “will enhance the company's focus on exploring all pathways towards maximizing value for stockholders.”

Brookdale said its board continues to have nine directors, seven of whom are independent.

Bromley has more than 35 years of real estate industry leadership experience, including time as chairman of the board of trustees and CEO of Gables Residential Trust from 1993 until 2000 and as a trustee through 2005. Prior to his time with Gables Residential Trust, he was a division partner for the southeast operation of Trammell Crow Residential Co.

Bromley currently is a member of the advisory board of Nancy Creek Capital Management, a private mezzanine debt and equity investment firm, and is an independent director of Cole Credit Property Trust V, a non-listed real estate investment trust.

Daniel A. Decker, executive chairman of Brookdale's board, said he welcomed the new member's “fresh perspective.”

“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,” he said.

Those options and alternatives are rumored to include a potential sale of some or all of Brookdale's assets.

Last month, the company was said to be in talks to be acquired for $3 billion by Chinese real estate development and holding company Zhonghong Zhuoye Group Co Ltd. Those reports followed January rumors that Brookdale was in negotiations with Blackstone Group L.P. and February reports that Brookdale and real estate investment trust Ventas were having buyout discussions. Ventas leaders later refuted those reports.

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