NASHVILLE, Tenn. — Brookdale Senior Living Inc. (NYSE: BKD) has reached an agreement with Land & Buildings Management LLC, a stockholder that was unhappy with process surrounding a potential sale of Brookdale.
Based in Nashville, Brookdale is the largest owner and operator of seniors housing in the country. The company has long been rumored to be seeking a sale. In June, Reuters reported that a Chinese firm had offered $3 billion to acquire the company, but Brookdale has never publicly responded to that report.
In a letter dated Jan. 13, Land & Buildings suggested that they supported a proposed sale of Brookdale, but felt the company was strongly undervalued.
As part of the agreement, Brookdale will install Marc Bromley as an independent member of its board of directors, as well as on the audit and investment committees. Bromley will fill the vacancy recently left by Mark Parrell.
Bromley is a 35-year industry veteran, including as 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, he was a division partner for the Southeast operation of Trammell Crow Residential Co.
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.
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. Brookdale has agreed to review and consult with Land & Buildings regarding the composition of the board prior to the 2018 annual meeting of stockholders.
"We are very pleased to have been able to work collaboratively with [Brookdale] to add a highly qualified independent director to its board,” said Jonathan Litt, founder and CIO of Land & Buildings. “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."