Brookdale Enters into Mutually-Beneficial Agreements with Ventas

Friday, April 27, 2018 General News
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Combines and Extends Leases

NASHVILLE, Tenn., April 27, 2018 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE:

BKD) ("Brookdale" or the "Company") today announced that it has entered into definitive agreements to restructure the Company's portfolio of 128 communities (10,567 units) leased from Ventas, Inc. ("Ventas"). The agreements combine substantially all
of the Ventas leased communities into a single Master Lease and Security Agreement (the "Master Lease").

Lucinda ("Cindy") Baier, Brookdale's President and CEO, said, "We are delighted to announce this news so early into our turnaround strategy. This agreement creates certainty in our long-term relationship with Ventas and moves us a step forward toward improving our financial position. The agreement allows us to improve our near-term cash flows, streamline our portfolio, improve our strategic flexibility, simplify our lease structure, and take advantage of the silver wave of a growing seniors' population. We would like to thank the Ventas team for working collaboratively with us to create a win-win transaction for both companies."

Key Highlights of the Master Lease

  • The Master Lease simplifies the Company's portfolio with Ventas by providing a uniform initial term through December 31, 2025, with two 10-year extension options available to the Company. The Master Lease contains a uniform annual rent escalator equal to the lesser of 2.25% or four times CPI, commencing January 1, 2019.
  • The Company will receive rent credits over the term of the Master Lease, including $13 million through 2019.
  • The Company may, at its option, terminate its leasehold interests and remove from the Master Lease certain communities with annual base rent aggregating up to approximately $30 million upon sale by Ventas. This gives Brookdale additional flexibility to streamline and optimize its portfolio by allowing the Company to terminate leasehold interests.
  • The Master Lease includes provisions designed to align the interests of Ventas and Brookdale to jointly fund capital investments in the portfolio to further enhance the competitiveness and performance of the leased communities.
  • The leases do not contain any financial covenants (such as lease coverage tests) pertaining to an individual community or the portfolio's performance.
  • The Agreement includes a streamlined, objective change of control standard. The Company may engage in certain change of control and other transactions without the need to obtain Ventas' consent, subject to the satisfaction of certain conditions.
  • The restructuring eliminates from the Company's leased asset portfolio the ability of a landlord to exercise a lease extension option at the landlord's election.

Additional Details

The Master Lease, which is guaranteed at the parent level by the Company, provides for total rent in 2018 of approximately $175 million, including the pro-rata portion of an $8 million rent credit for 2018, and estimated total rent in 2019 of approximately $177 million, including an $8 million rent credit for 2019. The Company will receive an annual rent credit of $7 million in 2020 and $5 million thereafter. Commencing in 2019, the Ventas communities will have a uniform annual rent escalator equal to the lesser of 2.25% or four times CPI.

The Master Lease does not contain any individual community or portfolio-based financial covenants, such as lease coverage tests. As part of the restructuring, the parties agreed to waive and release any claims related to the Company's previously disclosed disagreement regarding the calculation of a financial covenant.

About Brookdale Senior Living

Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. Brookdale operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with approximately 1,010 communities in 46 states and the ability to serve approximately 99,000 residents as of March 31, 2018. Through its ancillary services program, the Company also offers a range of home health, hospice and outpatient therapy services. Brookdale's stock is traded on the New York Stock Exchange under the ticker symbol BKD.

Safe Harbor 

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 our intent, belief or expectations, including, but not limited to, statements relating to our expectations regarding the lease restructuring with Ventas, simplifying our lease structure, streamlining our portfolio, improving our cash flows and improving our strategic flexibility. 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," "overestimate," "underestimate," "believe," "project," "predict," "continue," "plan," "target" or other similar words or expressions. These forward looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; the risk of overbuilding, new supply and new competition; our inability to extend (or refinance) debt (including our credit and letter of credit facilities and our outstanding convertible notes) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term lease payments and to fund our planned capital projects; risks related to the implementation of our redefined strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; the effect of our indebtedness and long-term leases on our liquidity; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein) and the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under our share repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisition, disposition, lease restructuring and termination, financing, re-financing and venture 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 our ability to identify and pursue any such opportunities in the future; our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; early terminations or non-renewal of management agreements; increased competition for skilled personnel; increased wage pressure and union activity; departure of our key officers and potential disruption caused by changes in management; increases in market interest rates; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; unanticipated costs to comply with legislative or regulatory developments, including requirements to obtain emergency power generators for our communities; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including those contained in our 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 our management's views as of the date of this press release. We cannot guarantee future results, levels of activity, performance or achievements, and we expressly disclaim any obligation to release publicly any updates or revisions to any of these forward-looking statements to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.


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SOURCE Brookdale Senior Living Inc.

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