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Brookdale Concludes Strategic Review and Announces Leadership Changes

NASHVILLE, TN–Brookdale Senior Living Inc. (NYSE: BKD) (“Brookdale” or the “Company”) today announced that its Board of Directors has:

  • Formally concluded the strategic review process;
  • Appointed Chief Financial Officer Lucinda M. Baier as president and chief executive officer and as a director to succeed T. Andrew Smith; and
  • Elected Lee S. Wielansky as non-executive chairman to succeed Executive Chairman Daniel A. Decker, who has chosen to retire from the Board now that the strategic review process has been concluded.

Strategic Review Conclusion
In February 2017, the Company first announced that it was exploring strategic alternatives. During the course of the review, the Board and management team, assisted by legal and financial advisors, explored multiple options and alternatives to create and enhance shareholder value. The Company held in-depth discussions with numerous potential counterparties regarding various strategic alternatives, and conducted parallel negotiations with certain third parties to seek to obtain consents for the transactions under consideration.

At the conclusion of the most recent discussions, the Board ultimately rejected a conditional indication of interest to acquire the Company for $9.00 per share in cash, which purported to range up to $11.00 per share in cash subject to conditions that the Board did not believe were likely to be satisfied. The Board did not believe this indication of interest was acceptable given the Board’s view of the value of the Company and its assets, and the Board’s belief that the Company can ultimately create more value for shareholders by executing a turnaround strategy as a public company under new leadership. As a result, the Board has concluded the formal strategic review process but remains committed to continuously evaluating all opportunities to enhance shareholder value.

Additional details about the strategic review and turnaround strategy will be provided on the Company’s earnings call today.

Leadership & Board Changes
Effective February 28, 2018, Lucinda “Cindy” M. Baier, Brookdale’s CFO, has been appointed as Brookdale’s president and CEO and as a member of the board of directors. Concurrently, T. Andrew Smith will step down from his role as president and chief executive officer and as a member of the board of directors. Bryan Richardson, executive vice president and chief administrative officer, will leave the Company effective March 9, 2018. Baier will continue to serve as Brookdale’s principal financial officer while the Company conducts a search for her replacement. The Company does not currently intend to replace Richardson’s position.

Additionally, Daniel A. Decker has informed the Board that he will retire from the Board, effective March 1, 2018, now that the strategic review process has been concluded. William G. Petty, Jr. has also informed the Board that he has retired from the Board effective February 21, 2018. The Board has elected Lee S. Wielansky, a Brookdale director since 2015, to serve as non-executive chairman. The Board’s nominating and corporate governance committee intends to fill the vacant Board seats in due course.

Wielansky said, “It is time for meaningful change at Brookdale and the Board is committed to making sure the Company’s new strategic plan creates long-term value for our shareholders. We are fortunate to have someone with Cindy’s leadership, financial acumen and operational experience to take the helm as president and CEO at this critical juncture, and the Board is confident that she is the right person to guide a successful turnaround of our business. I want to extend the Board’s thanks to Andy and Bryan for their dedicated service to the Company, its associates and its residents, as well as to Dan, whose leadership and perspectives were very valuable to Brookdale.  I also want to extend our thanks to Bill for his many valuable contributions to the Company.”

Baier said, “Brookdale has a strong foundation and rich history upon which we can build a successful future. I am eager and honored to accept this challenge and assume the responsibility of leading our 75,000 dedicated and caring associates in delivering our mission of enriching lives every day. As baby boomers continue to age and the industry rebounds over time, Brookdale will be well-positioned to return to growth and capture new opportunities. In 2018, we plan to further cut G&A expenses, enhance our real estate portfolio strategy and shift our efforts to winning locally while leveraging our industry-leading scale. I look forward to working closely with the Board and management team to execute on a range of initiatives that I believe will create sustainable value for shareholders.”

Baier concluded, “I am grateful that Andy brought me into Brookdale to be part of this inspiring, mission-driven organization. Dan, Bill, Andy, and Bryan have my best wishes in their future endeavors. We owe many thanks to them for their steadfast commitment to Brookdale’s stakeholders.”

Lucinda “Cindy” M. Baier
Baier joined Brookdale as CFO in December 2015. Cindy is a proven, change-oriented executive who has demonstrated her abilities across multiple industries and leadership roles. In addition to experience as a seasoned CFO in several companies, she has had multi-billion dollar P&L responsibility; served as an executive officer of a Fortune 30 company; been the CEO for a publicly-traded retailer and has served for more than a decade as a Board member of multi-billion public and private companies, including serving as the chairman of the board.

Cindy’s experience includes serving as the senior vice president and general manager of Sears, Roebuck and Co.’s Credit and Financial Products business, serving as the chairman of Sears National Bank, and serving on the board of directors for The Bon-Ton Stores and KKBS Group Holdings, LLC. She has served as the CFO of the following companies: Navigant Consulting, Inc., Central Parking System, Movie Gallery, Inc., and World Kitchen, LLC. Cindy previously served on the board of trustees of The Field Museum and on the board of directors for the National Association of Corporate Directors, Chicago Chapter. Cindy is a Certified Public Accountant and is a graduate of Illinois State University, with bachelor’s and master’s degrees in accounting.

Lee S. Wielansky
Wielansky has more than 40 years of commercial real estate investment, management and development experience. He currently serves as chairman and CEO of Opportunistic Equities, which specializes in low income housing. He has also served as chairman and CEO of Midland Development Group, Inc., which he re-started in 2003 and focused on the development of retail properties in the mid-west and southeast. Prior to Midland, he served as president and CEO of JDN Development Company, Inc. and as a director of JDN Realty Corporation. Before joining JDN, he served as managing director – Investments of Regency Centers Corporation.

Wielansky joined Brookdale’s board of directors in April 2015 and is an independent director. He also serves as Lead Trustee of Acadia Realty Trust and served as a director of Isle of Capri Casinos, Inc. from 2007 to 2017 and Pulaski Financial Corp. from 2005 to 2016. Wielansky received a bachelor’s degree in business administration, with a major in real estate and finance, from the University of Missouri – Columbia, where he is currently a member of the strategic development board of the College of Business. He also serves on the board of directors of The Foundation for Barnes-Jewish Hospital.