Market Overview

Land & Buildings Sends Open Letter to Brookdale Senior Living Shareholders


– Brookdale Board Has Failed to Announce Plans to Materially Monetize
Company's Real Estate or Truly Modernize its Corporate Governance –

– With Covenants Now Removed, Real Estate Monetization Should be
Brookdale's Top Priority –

– Urges Shareholders to Press for Substantial Real Estate
Monetization and Shareholder-Friendly Governance Changes Ahead of
Brookdale's 2018 Annual Meeting –

– Land and Buildings Intends to Pursue Any and All Avenues to Ensure
that Value is Maximized for All Shareholders –

Today Land and Buildings Investment Management LLC ("Land & Buildings")
issued the following open letter to shareholders of Brookdale Senior
Living Inc. (NYSE:BKD) (the "Company" or "Brookdale"):

Dear Fellow Brookdale Shareholders:

Cindy Baier, Brookdale's Chief Executive Officer, has taken the bull by
the horns in an effort to maximize value for all shareholders. In a
short period of time she has restructured the Company's leases – which
were the impediment to selling its real estate – and has stabilized
operations. Unfortunately, she appears to have been hamstrung in her
efforts by the Board of Directors (the "Board").

We are disappointed the Board did not announce, as part of the Company's
second quarter results, plans to materially monetize its real estate or
propose a fulsome modernization to its corporate governance, as
previously requested. Although the Company included governance proposals
in its preliminary proxy statement for the 2018 Annual Meeting of
Shareholders to be held on October 4th (the "Annual
Meeting"), we do not believe they go far enough to improve Brookdale's
corporate governance, and our view is that more shareholder-friendly
changes are required.

Our engagement with Jackie Clegg, Chairman of the Nominating & Corporate
Governance Committee and the longest serving director of the Company at
13 years, revealed a dated knowledge of best corporate governance
practices, as well as a strong bias for entrenchment. We believe the
Board should reevaluate her inclusion on any committees and that it
would be well advised not to re-nominate her at the 2019 Annual Meeting
of Shareholders.

Operations Turning the Corner

Operating results have turned a corner and Brookdale is likely to exceed
EBITDA guidance based on the second quarter better than expected
results. Specifically:

1. Sequential operating results are now positive;
2. EBITDA handily
beat expectations in the second quarter and appears on pace to do so for
the year;
3. First half adjusted EBITDA of $294.4 million, implies
just $255.6 million to meet full year guidance of $550 million; and
New competitive senior housing starts have declined materially (more
than 50%) in Brookdale's markets and demand continues to accelerate.

Finally, Brookdale can Sell its Real Estate

Since our Brookdale engagement began we highlighted that the company
should sell its real estate as long as the company trades at a material
discount to the value of its real estate however the real estate could
not be effectively monetized until the leases were restructured. We have
championed for restructuring the Company's leases and now that the
restructuring is complete, and the Company continues to trade at a
material discount as such the Board should aggressively sell assets.

1. Brookdale's real estate is likely valued at $7-8 billion, $16-19 per
share net;
2. The Board should immediately put up for sale
portfolios of $500 million to $1 billion and reload as transactions are
3. The Board should simultaneously pursue a senior
housing REIT for its real estate, comparable companies trade at
multiples in the mid-teens compared to mid-single digit multiple for
Brookdale today; and
4. The Board should insure that no unsecured
debt obligations entered into would prevent an asset monetization
strategy as outlined above.

Senior housing property transaction volumes and valuations in 2017 and
2018 provide credence to the foregoing portfolio sale strategy.

Meaningful Corporate Governance Changes are Required

Notwithstanding the Company's progress, the Board has failed to propose
a fulsome overhaul of Brookdale's corporate governance regime despite
our repeated requests and engagement. While the proposed governance
changes up for a vote at the Annual Meeting are a step in the right
direction, they fall woefully short of what we believe is required to
maximize value for all Brookdale shareholders.

Accordingly, we urge all Brookdale shareholders to press the Board to
revise its proxy materials for the Annual Meeting to include and/or
reflect the following more shareholder-friendly governance changes. It
is important that the matters up for a vote at the Annual Meeting are
closely aligned with maximizing shareholder value. Specifically:

1. Accelerate de-staggering of the Board so that all directors up for
election are elected to a one-year term;
2. Amend the Charter and
Bylaws to allow shareholders to call a special meeting of shareholders;
Replace the longest standing director who has overseen material
shareholder value destruction at Brookdale; and
4. Appoint a new
finance-oriented Board member to the Board and to the Investment
Committee of the Board.

According to the Company's proxy statement, the record date for the
Annual Meeting is August 10th. We urge shareholders to take
action now to push the Company to improve its corporate governance and
monetize its real estate.

We intend to utilize all available avenues to ensure value is maximized
for all shareholders.

Thank you for your time and attention to this matter.


Jonathan Litt

Founder & Chief Investment Officer

Land & Buildings

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