Gloves Come Off in Brookdale’s Proxy Fight
The proxy cards are in the mail to Brookdale Senior Living’s shareholders for the vote at the annual meeting, to be held on October 29, and it looks like CEO Cindy Baier has taken the gloves off. Brookdale has been fighting shareholder Land & Buildings’ nominee for a board position, Jay Flaherty, for many weeks. But now they are bringing up some of Mr. Flaherty’s past transgressions which, according to Brookdale, make “him unfit to serve as a member of Brookdale’s Board.” These transgressions include some foul play in 2011 when he was CEO of HCP, Inc., which resulted in a $101.7 million judgment against HCP, for which the court stated that HCP engaged in “fraudulent conduct with the... Read More »
The Brookdale/Land & Buildings Saga Continues
Many of you may have seen Brookdale Senior Living’s proxy statement filed in response to activist shareholder Land & Buildings’ efforts to put former HCP CEO Jay Flaherty on the company’s Board of Directors, presumably to further its own demands to split Brookdale into an OpCo and PropCo in order to “maximize value for all Brookdale shareholders.” All we can say is, well done to Brookdale and CEO Cindy Baier for standing up to this pressure. We can’t say that we have always supported the decisions made by Brookdale executives and the Board, starting with its acquisition of Emeritus Corp. in 2014. Many pages in The SeniorCare Investor over the years have been dedicated to this topic. We... Read More » Brookdale Activists Strike Again
We disclosed last week that activist investor Land & Buildings (L&B) had nominated Jay Flaherty, former CEO of HCP, Inc., and Jonathan Litt (founder of L&B) for board election at the 2019 annual meeting of Brookdale Senior Living. L&B has just sent an open letter to Brookdale shareholders providing more rationale for the election of these two candidates. Apparently, L&B hired Green Street Advisors to value Brookdale and its real estate assets, and to provide an opinion as to the feasibility of a PropCo/OpCo split of the company, something Litt has been pushing for quite a while now to enhance shareholder value. Not surprisingly, preliminarily they determined that... Read More »
Brookdale Activists On The Move
Brookdale Senior Living investor Land & Buildings has nominated Jonathan Litt and Jay Flaherty to Brookdale’s board. Still pushing for a REIT spin-off? He’s baaaack. After his 10-year stint as CEO of HCP, Inc., which included his ill-fated and ill-timed acquisition of the former HCR ManorCare, Jay Flaherty may be back in the senior care mix. That is, if Jonathan Litt of Land & Buildings has his way. Land & Buildings Capital Growth Fund, LP has delivered notice to Brookdale Senior Living that it is nominating Flaherty and Litt for election to the company’s board of directors. We shall see how that flies with the current Brookdale board. Our guess is that they will not go... Read More »