Ronald Orol at The Street says activist investor Sandell Asset Management appears to hold a strong hand in its dealings with Brookdale Senior Living, which it wants to spin off its real estate. The New York-based investment firm, Orol writes, plans to add to its board presence next spring to try to force such a transaction unless Brookdale's directors act before then. And the pieces are in place for such action — as are two deep-pocketed potential buyers.
For HCP and Ventas, an acquisition of Brookdale or its assets would prevent the formation of a new rival. Any move by Brookdale to spin off its massive real estate holdings into a free-standing REIT would create new competition for HCP and Ventas in the health care REIT industry, people familiar with Sandell argue.
This was a tight one.
Shareholders of Community Health Systems last week voted definitively to reinstall the company's board, stick with Deloitte & Touche as the hospital operator's auditor and give a nod to its executive compensation plans. But shareholder requests to expand how the company might claw back some of its executives' compensation as well as make it easier for investors to nominate board candidates were much closer.
Earlier this spring, CHS executives had encouraged shareholders to turn down both proposals, saying the clawback push was too vague and that the proxy access proposal "advances a solution for a problem that does not exist."
In the case of the second of those proposals — advanced by the Connecticut Retirement Plans and Trust Funds — CHS barely got the negative result it wanted: With more than 99 million shares voted at the meeting, the difference between the nays and ayes was only 423,000, or 0.4 percent. Check the numbers here.
We will not be at all surprised next spring to see the Connecticut pension managers return with their plan — if it isn't quietly adopted before CHS' 2016 proxy filing deadline.
Shares of Brookdale Senior Living are holding on to the gains they put up yesterday after a DealReporter story that the company's executives are in talks to spin out its real estate to either HCP or Ventas. The move comes as Brookdale investor Sandell Asset Management continues to pressure CEO Andy Smith and his team to wring more value out of the company's properties.
Brookdale and HCP are far from strangers, having worked together on several big deals in recent years. Nor is Ventas an unknown entity: In 2010, it bought Atria Senior Living in a $3.1 billion deal, and its leaders this week said they plan to buy Ardent Health for $1.8 billion.
An hour into Thursday trading, Brookdale shares (Ticker: BKD) were up about 0.3 percent to $38.38. Yesterday, they popped 3.5 percent to their highest level since October of 2007.
Walden Asset Management's efforts to have filtration and packaging company Clarcor report in much more detail on its sustainability efforts has failed for the second year in a row — but the firm has picked up some support in the past 12 months. At Clarcor's recent annual shareholders' meeting, 17.4 million shares were cast in favor of Walden's proposal, while 21.1 million shares were cast against the plan. A year ago, those numbers were 14.3 million and 21.5 million, respectively.
Brooke Sutherland at Bloomberg has looked into how the board of Brookdale Senior Living could react — assuming doing nothing is not an option — to investor Sandell Asset Management's call to spin its properties into a real estate investment trust. Setting up a REIT can be tricky but analysts say the company also sell and the lease back its real estate or sell the entire company to a REIT, which would then spin the Brookdale operating back out.
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