Brings Significant Healthcare and Private
Capital Investing Expertise, including in Facilities-Based and
Senior Care Services Companies
Company's Average Director Tenure to be Less
Than Four Years after Annual Meeting
NASHVILLE, Tenn., April 24,
2025 /PRNewswire/ -- Brookdale Senior Living Inc.
(NYSE: BKD) ("Brookdale" or the "Company") today announced
that its Board of Directors (the "Board") has appointed
Joshua Hausman, Managing Partner at
MHJ Capital Partners and former Managing Director at Onex Partners,
as an independent director, effective April
24, 2025.
Denise W. Warren, Interim Chief
Executive Officer and Chairman of the Board, said, "Josh has over
20 years of private market investment experience focused on the
healthcare industry, including in facilities-based skilled nursing
and behavioral health. He brings an owner mindset, having
collaborated with management teams in devising and executing growth
and operating strategies. We are confident we will benefit from his
deep expertise and insights as we focus on accelerating profitable
occupancy and RevPAR growth, delivering meaningful Adjusted EBITDA
growth, materially enhancing Adjusted Free Cash Flow generation,
and creating shareholder value."
Mr. Hausman joins the Brookdale Board following the recent
appointment of Mark Fioravanti as an
independent director. With these two appointments and Frank M. Bumstead's decision not to stand for
re-election at the 2025 Annual Meeting of Stockholders (the "Annual
Meeting"), Brookdale's Board will have an average tenure of less
than four years after the Company's 2025 Annual Meeting and
comprise eight directors, seven of whom will be independent,
including two appointed last year and two this year.
Ms. Warren added, "The continuing refreshment of our Board with
highly qualified directors reflects our commitment to bringing in
new expertise and perspectives and follows engagement with our
shareholders."
As previously announced, the Board is also reviewing potential
governance enhancements related to director tenure and evaluating
revisions to the Company's performance-based long-term incentive
awards program for executives.
About Joshua
Hausman
Joshua Hausman
spent two decades with Onex Corporation, ultimately serving for 12
years as Managing Director for Onex Partners, the upper-middle
market private equity platform of Onex Corporation. He led Onex
Partners' North American healthcare investment activities,
including advising portfolio company management teams and
evaluating growth and operating efficiency opportunities. Prior to
Onex Corporation, Mr. Hausman was an Associate in the Healthcare
Investment Banking group at Banc of America Securities, where he
provided capital raising and advisory services to healthcare
companies. Mr. Hausman currently serves as Managing Partner at MHJ
Capital Partners and on the Board of Directors of Newport
Healthcare and SCP Health. He has previously held board positions
at privately owned and publicly traded healthcare services
companies, including BrightSpring Health Services, Genesis
HealthCare, Inc., and Center for Diagnostic Imaging. He holds an
A.B. in Economics (cum laude) from Harvard
College.
NON-GAAP FINANCIAL MEASURES
This press release
mentions the financial measures Adjusted EBITDA and Adjusted Free
Cash Flow, which are not calculated in accordance with U.S.
generally accepted accounting principles ("GAAP"). Reference to
these non-GAAP financial measures is intended to aid investors in
better understanding the factors and trends affecting the Company's
performance and liquidity. However, investors should not consider
these non-GAAP financial measures as a substitute for financial
measures determined in accordance with GAAP, including net income
(loss), income (loss) from operations or net cash provided by (used
in) operating activities.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP
performance measure that the Company defines as net income (loss)
excluding: benefit/provision for income taxes, non-operating
income/expense items and depreciation and amortization; and further
adjusted to exclude income/expense associated with non-cash,
non-operational, transactional, legal, cost reduction or
organizational restructuring items that management does not
consider as part of the Company's underlying core operating
performance and that management believes impact the comparability
of performance between periods.
Adjusted Free Cash Flow
Adjusted Free Cash Flow
is a non-GAAP liquidity measure that the Company defines as net
cash provided by (used in) operating activities before:
distributions from unconsolidated ventures from cumulative share of
net earnings, changes in prepaid insurance premiums financed with
notes payable, changes in operating lease assets and liabilities
for lease termination, cash paid/received for gain/loss on facility
operating lease termination and lessor capital expenditure
reimbursements under operating leases; plus: property and casualty
insurance proceeds and proceeds from refundable entrance fees, net
of refunds; less: non-development capital expenditures and payment
of financing lease obligations.
DEFINITION OF REVPAR
RevPAR, or average monthly senior
housing resident fee revenue per available unit, is defined by the
Company as resident fee revenue for the corresponding portfolio for
the period (excluding revenue for private duty services provided to
seniors living outside of the Company's communities and entrance
fee amortization), divided by the weighted average number of
available units in the corresponding portfolio for the period,
divided by the number of months in the period.
ABOUT BROOKDALE SENIOR LIVING
Brookdale Senior Living
Inc. is the nation's premier operator of senior living communities.
With 647 communities across 41 states and the ability to serve
approximately 58,000 residents as of March
31, 2025, Brookdale is committed to its mission of enriching
the lives of seniors through compassionate care, clinical
expertise, and exceptional service. The Company, through its
affiliates, operates independent living, assisted living, memory
care, and continuing care retirement communities, offering tailored
solutions that help empower seniors to live with dignity,
connection, and purpose. Leveraging deep expertise in healthcare,
hospitality, and real estate, Brookdale creates opportunities for
wellness, personal growth, and meaningful relationships in settings
that feel like home. Guided by its four cornerstones of passion,
courage, partnership, and trust, Brookdale is committed to
delivering exceptional value and redefining senior living for a
brighter, healthier future. Brookdale's stock trades on the New
York Stock Exchange under the ticker symbol BKD.
FORWARD-LOOKING STATEMENTS
Certain statements in this
press release may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to various risks and
uncertainties and include all statements that are not historical
statements of fact and those regarding the Company's intent,
belief, or expectations. Forward-looking statements are generally
identifiable by use of forward-looking terminology such as "may,"
"will," "should," "could," "would," "potential," "intend,"
"expect," "endeavor," "seek," "anticipate," "estimate," "believe,"
"project," "predict," "continue," "plan," "target," or other
similar words or expressions, and include statements regarding the
focus of the Interim Chief Executive Officer, the Company's ability
to deliver sustained and compelling returns to its shareholders,
the Company's ability to continue to grow profitable occupancy and
RevPAR, deliver meaningful Adjusted EBITDA growth, materially
enhance Adjusted Free Cash Flow generation, and create shareholder
value. These forward-looking statements are based on certain
assumptions and expectations, and the Company's ability to predict
results or the actual effect of future plans or strategies is
inherently uncertain. Although the Company believes that
expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that its
assumptions or expectations will be attained and actual results and
performance could differ materially from those projected. Factors
which could have a material adverse effect on the Company's
operations and future prospects or which could cause events or
circumstances to differ from the forward-looking statements
include, but are not limited to, events which adversely affect the
ability of seniors to afford resident fees, including downturns in
the economy, housing market, consumer confidence, or the equity
markets and unemployment among resident family members; the effects
of senior housing construction and development, lower industry
occupancy, and increased competition; conditions of housing
markets, regulatory changes, acts of nature, and the effects of
climate change in geographic areas where the Company is
concentrated; terminations of the Company's resident agreements and
vacancies in the living spaces it leases; changes in reimbursement
rates, methods, or timing under governmental reimbursement programs
including the Medicare and Medicaid programs; failure to maintain
the security and functionality of the Company's information
systems, to prevent a cybersecurity attack or breach, or to comply
with applicable privacy and consumer protection laws, including
HIPAA; the Company's ability to complete its capital expenditures
in accordance with its plans; the Company's ability to identify and
pursue development, investment, and acquisition opportunities and
its ability to successfully integrate acquisitions; competition for
the acquisition of assets; the Company's ability to complete
pending or expected disposition, acquisition, or other transactions
on agreed upon terms or at all, including in respect of the
satisfaction of closing conditions, the risk that regulatory
approvals are not obtained or are subject to unanticipated
conditions, and uncertainties as to the timing of closing, and the
Company's ability to identify and pursue any such opportunities in
the future; risks related to the implementation of the Company's
strategy, including initiatives undertaken to execute on the
Company's strategic priorities and their effect on its results; any
resurgence or variants of the COVID-19 pandemic; limits on the
Company's ability to use net operating loss carryovers to reduce
future tax payments; delays in obtaining regulatory approvals; the
risks associated with tariffs and the uncertain duration of trade
conflicts; disruptions in the financial markets or decreases in the
appraised values or performance of the Company's communities that
affect the Company's ability to obtain financing or extend or
refinance debt as it matures and the Company's financing costs; the
Company's ability to generate sufficient cash flow to cover
required interest, principal, and long-term lease payments and to
fund its planned capital projects; the effect of any non-compliance
with any of the Company's debt or lease agreements (including the
financial or other covenants contained therein), including the risk
of lenders or lessors declaring a cross default in the event of the
Company's non-compliance with any such agreements and the risk of
loss of the Company's property securing leases and indebtedness due
to any resulting lease terminations and foreclosure actions; the
inability to renew, restructure, or extend leases, or exercise
purchase options at or prior to the end of any existing lease term;
the effect of the Company's indebtedness and long-term leases on
the Company's liquidity and its ability to operate its business;
increases in market interest rates that increase the costs of the
Company's debt obligations; the Company's ability to obtain
additional capital on terms acceptable to it; departures of key
officers and potential disruption caused by changes in management;
increased competition for, or a shortage of, associates, wage
pressures resulting from increased competition, low unemployment
levels, minimum wage increases and changes in overtime laws, and
union activity; environmental contamination at any of the Company's
communities; failure to comply with existing environmental laws; an
adverse determination or resolution of complaints filed against the
Company, including putative class action complaints; negative
publicity with respect to any lawsuits, claims, or other legal or
regulatory proceedings; costs to respond to, and adverse
determinations resulting from, government inquiries, reviews,
audits, and investigations; the cost and difficulty of complying
with increasing and evolving regulation, including new disclosure
obligations; changes in, or its failure to comply with,
employment-related laws and regulations; the risks associated with
current global economic conditions and general economic factors on
the Company and the Company's business partners such as inflation,
commodity costs, fuel and other energy costs, competition in the
labor market, costs of salaries, wages, benefits, and insurance,
interest rates, tax rates, tariffs, geopolitical tensions or
conflicts, and uncertainty surrounding a new presidential
administration, the impact of seasonal contagious illness or other
contagious disease in the markets in which the Company operates;
actions of activist stockholders, including a proxy contest; as
well as other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission ("SEC"),
including those set forth in the Company's Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. When considering
forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in such SEC filings.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements, which reflect management's views as of
the date of this press release. The Company cannot guarantee future
results, levels of activity, performance or achievements, and,
except as required by law, it expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements contained in this press release to reflect any change in
the Company's expectations with regard thereto or change in events,
conditions, or circumstances on which any statement is based.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
The Company plans to file proxy materials with the U.S.
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for the Company's Annual Meeting. Prior
to the Annual Meeting, the Company will file a definitive proxy
statement (the "Proxy Statement") together with a BLUE proxy card.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain, free of
charge, copies of the Proxy Statement, any amendments or
supplements thereto and any other documents (including the BLUE
proxy card) when filed by the Company with the SEC at the SEC's
website (http://www.sec.gov) or at the Company's website at
https://brookdaleinvestors.com or by contacting Chad White, Executive Vice President, General
Counsel and Secretary, by phone at (615) 221-2250, by email at
CWhite@brookdale.com or by mail at Brookdale Senior Living Inc.,
105 Westwood Place, Suite 400, Brentwood,
TN 37027.
CERTAIN INFORMATION REGARDING PARTICIPANTS
The
Company, its directors and certain of its executive officers and
other employees may be deemed to be "participants" (as defined in
Section 14(a) of the Securities Exchange Act of 1934, as amended)
in the solicitation of proxies from stockholders in connection with
the Annual Meeting. Additional information regarding the identity
of these participants and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Proxy
Statement and other materials to be filed with the SEC in
connection with the Annual Meeting. Information relating to the
foregoing can also be found in the Company's definitive proxy
statement for its 2024 annual meeting of stockholders, filed with
the SEC on April 29, 2024. To the
extent holdings of such participants in the Company's securities
have changed since the amounts described in the 2024 proxy
statement, such changes have been reflected in the following
Statements of Beneficial Ownership on Form 3 and Statements of
Change in Beneficial Ownership on Form 4 filed with the SEC with
respect to the Company: Form 3, filed by Claudia Drayton on June
27, 2024; Form 3, filed by Elizabeth
Mace on June 27, 2024; Form 3,
filed by Ray Leisure on August 14, 2024; Form 4, filed by Jordan Asher on May 23,
2024; Form 4, filed by Claudia
Drayton on August 7, 2024 and
February 14, 2025; Form 4, filed by
Elizabeth Mace on August 7, 2024 and February 14, 2025; Form 4, filed by Benjamin Ricci on August
21, 2024, February 14, 2025
and March 3, 2025; Form 4, filed by
Jordan Asher on August 30, 2024 and February 14, 2025; Form 4, filed by Ray Leisure on October
29, 2024, February 14, 2025
and March 3, 2025; Form 4, filed by
Lee Wielansky on December 6, 2024, February
14, 2025 and March 10, 2025;
Form 4, filed by Frank Bumstead on
February 14, 2025; Form 4, filed by
Vicki Freed on February 14, 2025; Form 4, filed by Denise Wilder Warren on February 14, 2025; Form 4, filed by Todd Kaestner on February
14, 2025 and March 3, 2025;
Form 4, filed by Chad White on
February 14, 2025, March 3, 2025 and March 7,
2025; Form 4, filed by George
Hicks on February 14, 2025 and
March 3, 2025; Form 4, filed by
Jaclyn Pritchett on February 14, 2025 and March 3, 2025; Form 4, filed by Dawn Kussow on February
14, 2025 and March 3, 2025;
Form 3 filed by Mark Fioravanti on
April 21, 2025; and Form 4 filed by
Mark Fioravanti on April 21, 2025. These filings can be found at the
SEC's website at www.sec.gov. Additionally, Jessica Hazel, Vice President of Investor
Relations, and Joshua Hausman,
Independent Director, may be deemed participants in the
solicitation. Ms. Hazel is the beneficial owner of 44,439 shares of
common stock. Mr. Hausman does not own any shares of common stock.
More detailed and updated information regarding the identity of
participants in the solicitation, and their direct or indirect
interests (by security holdings or otherwise), will be set forth in
the Proxy Statement and other materials to be filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above.
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SOURCE Brookdale Senior Living Inc.
