Egan-Jones Supports Case for Urgent Board Renewal at Brookdale Senior Living Inc. and Recommends a Vote

Business Wire

01-07-2025

NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today announced that independent proxy advisory firm, Egan-Jones Ratings Company ('Egan-Jones'), has recommended that stockholders vote FOR the election of all six Ortelius nominees to the Brookdale Senior Living Inc. (NYSE: BKD) ('Brookdale' or 'Company') Board of Directors, on the WHITE Ortelius proxy card, at the upcoming 2025 Annual Meeting of Stockholders. The recommendation from Egan-Jones builds on supportive commentary already published by Institutional Shareholder Services Inc. ('ISS') regarding Ortelius' campaign for change at Brookdale.
Peter DeSorcy, Managing Member of Ortelius, said:
'Egan-Jones has provided another critical, independent, and credible voice to the chorus advocating for urgent change at Brookdale. We appreciate the clarity of their recommendation to vote for ALL six of Ortelius' highly qualified nominees to unlock the significant value within Brookdale and end the history of underperformance.
As recognized by both Egan-Jones and ISS, a refreshed Board possessing the right skills and expertise is essential to rapidly advance a meaningful turnaround at Brookdale. This includes leading the process of selecting a new and highly qualified CEO, as well as moving quickly to sell underperforming assets and unlock long-term value for stockholders.
With the support of two independent proxy advisory firms, we urge our fellow Brookdale stockholders to vote FOR all six of the Ortelius nominees on the WHITE proxy card.'
In its report finding that Ortelius has presented a compelling case for change at Brookdale, Egan-Jones*:
Recognized the distinct and unique nature of Ortelius' strategy and confirmed the need for significant Board renewal to drive change:
'We believe that the current management and the Ortelius nominees propose strategies that are diametrically opposed to each other: management is determined that they will be able to grow out of their debt – something that seems unlikely given multiple years in a row of extremely low operating margins. On the other hand, Ortelius believes underperforming assets must be sold off to pay down debt and improve operating margins. We strongly believe that, to effectively execute a meaningful turnaround and unlock long-term value for shareholders, the full slate of Ortelius nominees should be elected.'
Validated Ortelius' criticisms about Brookdale's operating performance and Total Shareholder Return ('TSR'):
'The Company has not been able to recover after COVID, with the TSR from the beginning of 2020 through the end of 2024 sitting at -30%. Despite strong industry tailwinds, such as rising occupancy in senior housing and increasing demand due to changing demographics, BKD's TSR has remained stagnant. We believe that the Company's inability to capitalize on these market opportunities demonstrates the need to re-evaluate its current strategy.'
Concluded Brookdale has clearly underperformed its peers and faces an unsustainable debt burden which requires urgent action:
' [Brookdale]... has greatly underperformed NHC as well as the total market. Additionally, it is worth noting that BKD has not been able to recover to pre-covid returns but are instead down 30% over the 5-year period.'
'Given the company's inability to recover from COVID and their lagging occupancy rates compared to nationwide averages, we do not believe the Company will be able to grow itself out of debt.'
Supported Ortelius' assertion that Management's strategy is insufficient and unlikely to restore profitability at Brookdale:
'The Company's financial performance presents significant concerns, primarily due to high leverage and poor operational efficiency. With debt-to-enterprise value ratios consistently average over 90% over the past five years, BKD is heavily reliant on debt. Revenue growth is being offset by the Company's persistently low operating margin. In our view, the Company's weak balance sheet limits its financial flexibility and means to restore profitability.'
Confirmed that Ortelius' plan to sell underperforming properties is well conceived and viable:
'The Company believes it will be able to grow its way out of debt. Divesting non-core assets does not appear to be an option under the current board and management. In our view, their optimism about improving BKD's average occupancy rate comes too late, especially considering the excessive cash burn and mounting debt. We believe the Ortelius nominees are correct that assets will need to be sold off to generate cash, to pay off debt, invest in improved facilities, and re-align its strategy as a pure play company.'
Endorsed all six Ortelius nominees for their specific expertise and capacity to efficiently execute a turnaround at Brookdale:
'After reviewing available public information and engaging with both Brookdale's management team and Ortelius, Egan-Jones recommends shareholders vote FOR all six Ortelius nominees: Steven J. Insoft, Paula J. Poskon, Frank J. Small, Ivona Smith, Steven L. Vick, and Lori B. Wittman.'
'Ortelius' slate brings the right mix of skills and expertise across senior housing, REITs, finance, capital markets, and operational turnarounds.'
'We recommend shareholders vote FOR all six Ortelius nominees as they bring a viable strategy to a struggling company.'
Recommended 'Withhold' votes on long tenured Brookdale directors while only supporting the most recent additions to the incumbent Board:
'We recommend that shareholders vote FOR incumbent nominees Fioravanti and Hausman, as they are the most recent additions to the board, having joined in April of 2025, and we therefore do not hold them accountable for the Company's missteps.'
Your vote is important, no matter how many or how few shares of common stock you own. Ortelius urges you to sign, date, and return the WHITE universal proxy card today to vote 'FOR' the election of all six Ortelius nominees and in accordance with Ortelius' recommendations on the other proposals on the agenda for the Annual Meeting.
Stockholders who have questions or require assistance in voting their WHITE Proxy Card, or those who require copies of Ortelius' proxy materials, should contact: Saratoga Proxy Consulting LLC at [phone] or [e-mail]
*Permission to use quotations from the Egan-Jones report was neither sought nor obtained.
Additional Information
Ortelius Advisors, L.P., together with the other participants in its proxy solicitation (collectively, 'Ortelius'), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ('SEC') to be used to solicit votes for the election of Ortelius' slate of highly-qualified director nominees at the 2025 annual meeting of stockholders (the 'Annual Meeting') of Brookdale Senior Living Inc., a Delaware corporation (the 'Company'). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Ortelius' proxy solicitation. These materials and other materials filed by Ortelius with the SEC in connection with the solicitation of proxies are available at no charge on the SEC's website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Ortelius with the SEC are also available, without charge, by directing a request to Ortelius' proxy solicitor, Saratoga Proxy Consulting LLC, at its toll-free number [phone] or via email at [e-mail].
Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities.