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Ortelius Director Nominees Release Joint Letter to Brookdale StockholdersOrtelius Advisors, L.P. ("Ortelius") today announced that the six highly qualified individuals nominated by Ortelius for election to the Board of Directors (the "Board") of Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") at the upcoming 2025 Annual Meeting of Stockholders released a joint letter to Brookdale stockholders. The full text of the letter can be found below and at www.ABetterBrookdale.com. Dear Brookdale Stockholders, We write to you as candidates for election to Brookdale's Board at its upcoming 2025 Annual Shareholder Meeting on July 11. We understand the difficult position in which you find yourselves, and we acknowledge the serious action we are asking of you by seeking your vote. On the one hand, as a Brookdale shareholder you have been frustrated for so long:
On the other hand, you have conflicting feelings about considering sweeping change including questioning whether the devil you know is better than the one you don't - especially with the recent appointment of new Board members and the ongoing search for a new CEO. Let's be clear about the one you know. The incumbent Board has a demonstrated track record of value destruction. This includes under-managed assets, operational inefficiencies, a mis-managed capital structure, and strategic missteps, leaving the Company ill-equipped and poorly positioned to seize upon favorable industry tailwinds. The time for timid action has long since passed. Incrementalism won't fix Brookdale's problems. You deserve a Board that will act decisively and with a sense of urgency to improve property performance, rationalize the portfolio, deal with the looming debt maturities, improve liquidity and cash flow, and regain the confidence of shareholders. In short: you deserve a Board comprised of experienced directors with fresh perspectives and without ties to the Company's legacy leadership - directors who will transform Brookdale into a leaner but more productive, and therefore more valuable, company.
Our Strategic Plan for Brookdale
If elected, we will immediately begin implementing our turnaround plan for Brookdale, which is focused on three critical initiatives:
As a group, we bring significant experience in senior housing, real estate, operations, capital markets, corporate turnarounds, and leadership succession - including the successful recruitment of CEOs. We have led businesses like Brookdale and even operated former Brookdale properties while executing successful turnarounds to realize their potential. We have driven strategies to help organizations unlock and accelerate value creation. Further, we have significant experience in the public markets both as executives and board members at public companies.
1. Restoring Board Accountability and Recruiting the Next CEO
Setting clear qualifications including knowledge of the industry, integrity, leadership, strategic vision, and trust of the public markets, will be critical to finding the right candidate. But hiring is only the first step. Once selected, the Board continues to have a critical role in establishing proper incentives and supporting the new CEO in shaping strategy and executing the strategic plan. Further, the Board must hold the management team accountable for meeting established goals and objectives. With our collective broad reach and experience - particularly with leadership successions - the Ortelius nominees have a well-informed perspective on the type of leader the Company needs today.
2. Rationalizing the Portfolio and Optimizing the Platform
While working closely with a new and capable CEO, we will implement our clear plan to drive sustainable, long-term value creation which includes actions to:
3. Rightsizing the Balance Sheet
Why We Deserve Your Vote
When evaluating the senior housing performance in the broader market, it is evident that the cause of Brookdale's underperformance is not the potential of this business. One must look deeper to determine the root cause. It is clear that the existing Board has not done that deeper dive - for if they had, their strategy of incrementalism and timid steps would not be the result. Not only should management be held accountable for those missed opportunities and mistakes - the Board should be as well. The opportunity for Board renewal, to hire the right new CEO, and to commence a fresh start should not be squandered! We are committed to transparency. We understand the importance of clear, transparent communications and being accountable to shareholders. We will maintain an open and honest dialogue with Brookdale stockholders. To demonstrate this tenet of our core philosophy, we intend to hold an investor day within 120 days of a new CEO being appointed. We are truly independent. Most of us did not know each other before agreeing to serve as an Ortelius nominee. We do not work for Ortelius, nor are we constrained by any legacy allegiances or relationships with current or former Brookdale board members or executives. We understand our fiduciary responsibilities. Our interests are aligned with yours. You may not be aware that Ortelius' 1% ownership stake exceeds that of the entire incumbent Board combined!4 If we are elected to the Board, we intend to fulfill the stock ownership requirements of Board members as our minimum threshold. We are prepared to dig into the details and work hard. We are confident that with the right leadership and strategic focus, Brookdale has a bright future ahead. Together with Ortelius, who shares our deep belief in the value locked within Brookdale, we have outlined a comprehensive roadmap to optimize the Company's portfolio, improve operational efficiency, reduce mortgage debt, restructure the leased portfolio, and unlock real estate value. Our plan focuses on unlocking Brookdale's value for all shareholders while preserving the integrity of Brookdale's core business. We are not saying this will be easy, we are saying it is necessary. To accomplish this, your Board must be prepared to work hard and get into the details in a manner that is not typical for most boards. We are ready and willing to do that hard work for as long as necessary. Our complementary and broad expertise will ensure that we consider all of the potential options and alternatives available to maximize shareholder value. Vote The WHITE Proxy Card for a Better Brookdale We urge you to consider the long-term value that a revitalized Board can generate and unlock for Brookdale. Please vote the WHITE Proxy Card FOR all six of the Ortelius director nominees. Thank you for your support and commitment to Brookdale's future. Sincerely,
The Ortelius Nominees
APPENDIX
Steven J. Insoft
Steven J. Insoft brings 35 years of experience as a senior executive, including in senior housing, as well as financial expertise in the healthcare and real estate investment trust industries. He brings extensive experience in corporate development, having served as Chief Corporate Development Officer at Omega Health Care Investors, Inc. ("Omega") (NYSE: OHI), President and Chief Operating Officer at Aviv REIT (NYSE: AVIV), which was later acquired by Omega, and as Senior Investment Officer at Nationwide Health Properties, Inc. (NYSE: NHP), prior to its acquisition by Ventas, Inc.
Paula Poskon
Paula Poskon brings 25 years of capital markets experience through her roles in consulting, equity research, and investment banking. Her expertise is commercial real estate, having covered or consulted on a variety of asset classes, including senior housing. As the Founder and President of STOV Advisory Services LLC, she provides professional consulting and advisory services to company executives and institutional investors, specializing in real estate, capital markets, and investor relations. Previously, she served as a REIT Research Analyst at D.A. Davidson & Co., Inc. and Robert W. Baird & Co., Inc., and as an Associate Equity Research Analyst and Investment Banker at Lehman Brothers. Currently, she is a Director at Cedar Realty Trust Inc. (NYSE: CDR.PRB and CDR.PRC), and formerly a Director at Wheeler REIT, Inc. (NYSE: WHLR), Nam Tai Property, Inc. (OTCMKTS: NTPIF), and Power REIT (NYSE: PW).
Frank Small
Frank Small has over 25 years of experience investing in senior housing and healthcare real estate. He has significant expertise executing complex restructurings, portfolio optimizations and ultimate realizations across the full lifecycle of private real estate investment through former senior roles at KKR & Co., Fortress Investment Group, JER Partners, and Cerberus Real Estate Partners LLC.
Ivona Smith
With 30 years of experience in operational and financial restructurings, Ivona Smith has developed deep expertise in the financial services industry. She has invested in and guided companies through complex financial and operational transitions. Her expertise also includes risk management, valuation, and corporate finance. She specializes in serving as an independent director in companies undergoing significant change to their operations and capital structure. At Drivetrain, she has also served as a Trustee of various litigation and liquidation trusts. Her previous roles include Managing Director at Fair Oaks Capital, LP and Co-Founder and Portfolio Manager at Restoration Capital Management LLC, a Co-Portfolio Manager at Tribeca Investments, LLC and Advisor in E&Y's Financial Advisory Services group. Ivona currently serves as a Director at Rayonier Advanced Materials Inc. (NYSE: RYAM).
Steven Vick
Steven Vick brings 35 years of experience in the senior housing industry, specializing in corporate turnarounds and strategic leadership. He co-founded Pegasus Senior Living in partnership with Welltower Inc., overseeing the turnaround of 37 former Brookdale communities. Vick has also served as Chief Executive Officer and Director at Assisted Living Concepts, where he led a post-bankruptcy turnaround and a successful acquisition by Extendicare Health Services. He was President and Director at Alterra Healthcare Corporation, which later merged with Brookdale, and co-founded Sterling House Corporation, which went public before merging with Alterra.
Lori Wittman
Lori Wittman has over 30 years of experience in the real estate industry, with extensive expertise in capital markets, corporate governance, and healthcare real estate. Wittman has previously worked as Chief Financial Officer at Care Capital Properties, Inc. (bought by Sabra Health Care REIT, Inc.), and has held senior leadership roles as Senior Vice President of Capital Markets and Investor Relations at Ventas, Inc. and Senior Vice President and Treasurer at General Growth Properties. She currently serves as Chairman of the Board at NetSTREIT Corp. (NYSE: NTST) and Lead Independent Director at Global Medical REIT, Inc. (NYSE: GMRE).
Additional Information
About Ortelius Advisors, L.P.
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