SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

BROOKDALE SENIOR LIVING INC.

 (Name of Issuer)

Common Stock, $0.01 par value per share

 (Title of Class of Securities)

112463104

 (CUSIP Number)

Mark Horowitz

Co-President

Glenview Capital Management

767 Fifth Avenue, 44th Floor

New York, NY 10153

(212) 812-4700

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 25, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D
	Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	GLENVIEW CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			21,721,972 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			21,721,972 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,721,972 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.71% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 4,088,400 Shares (as defined herein) underlying Call Options (as defined herein).  The Reporting Persons do not have the right to exercise the Call Options within 60 days, do not have direct or indirect voting power or investment power over the Shares underlying the Call Options, and do not have the right to acquire such power over such Shares within 60 days.  Notwithstanding, based on Rule 13d-3(d) under the Act, such Shares underlying the Call Options have been included in the Reporting Person’s reported beneficial ownership as of the date of this Schedule 13D.

(2)Based on a total of 185,542,096 Shares outstanding as of September 9, 2019, based on the Company’s Definitive Proxy Statement on Schedule 14A filed September 18, 2019.

SCHEDULE 13D
	Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS
	LARRY ROBBINS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			21,721,972 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			21,721,972 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,721,972 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.71% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 4,088,400 Shares (as defined herein) underlying Call Options (as defined herein).  The Reporting Persons do not have the right to exercise the Call Options within 60 days, do not have direct or indirect voting power or investment power over the Shares underlying the Call Options, and do not have the right to acquire such power over such Shares within 60 days. Notwithstanding, based on Rule 13d-3(d) under the Act, such Shares underlying the Call Options have been included in the Reporting Person’s reported beneficial ownership as of the date of this Schedule 13D.

(2)Based on a total of 185,542,096 Shares outstanding as of September 9, 2019, based on the Company’s Definitive Proxy Statement on Schedule 14A filed September 18, 2019.

SCHEDULE 13D
	Page 4 of 8 Pages

Item 1.                  Security and Issuer

This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(e), with respect to the Common Stock, $0.01 par value per share (the “Shares”), of Brookdale Senior Living Inc. (the “Company”), whose principal executive offices are located at 111 Westwood Place, Suite 400, Brentwood, Tennessee 37027.  

Item 2.                  Identity and Background

(a-c,f) This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i) Glenview Capital Management, LLC (“Glenview Capital Management”);

ii) Larry Robbins (“Mr. Robbins”).

This Statement relates to Shares (as defined herein) and Call Options (as defined herein) to acquire Shares held for the accounts of Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Capital Master Fund”), Glenview Institutional Partners, L.P., a Delaware limited partnership (“Glenview Institutional Partners”), Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership (“Glenview Capital Opportunity Fund”), and Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Offshore Opportunity Master Fund” and, together with Glenview Capital Partners, Glenview Capital Master Fund, Glenview Institutional Partners and Glenview Capital Opportunity Fund, the “Glenview Funds”).

Glenview Capital Management serves as investment manager to each of the Glenview Funds. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management.

The address of the principal business office of each of Glenview Capital Management and Mr. Robbins is 767 Fifth Avenue, 44th Floor, New York, New York 10153.

Glenview Capital Management is a Delaware limited liability company; Mr. Robbins is a citizen of the United States of America.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.                  Source and Amount of Funds or Other Consideration

The funds used for the purchase of the Shares and Call Options reported herein by the Reporting Persons were derived from general working capital of the Glenview Funds, which may have included margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances

SCHEDULE 13D
	Page 5 of 8 Pages

in the account, which may exist from time to time.  Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares and Call Options reported herein.  A total of approximately $55,238,962.20, including commissions, was paid to acquire the Shares and Call Options purchased since the filing of the Reporting Persons’ most recent Schedule 13G, filed with the SEC on February 14, 2019.

Item 4.                  Purpose of Transaction

The Reporting Persons acquired the Shares and Call Options for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.  The Reporting Persons have engaged in conversations with the Company regarding, among other things, the upcoming annual meeting of Stockholders (“Annual Meeting”) to be held on October 29, 2019 to, among other things, elect two directors to the Company’s Board of Directors (the “Board”).  On September 25, 2019, the Reporting Persons engaged in negotiations with the Company concerning the position of Non-Executive Chairman of the Board and the directors to be elected at the upcoming Annual Meeting.  In connection therewith, on September 27, 2019, Glenview Capital Management entered into a letter agreement with the Company (the “Letter Agreement”) pursuant to which Glenview Capital Management agreed, among other things, to vote all Shares over which Glenview has the right to vote (A) in favor of the election of the slate of directors nominated by the Board and (B) in accordance with the Board’s recommendation with respect to any other proposal publicly announced prior to the date of the Letter Agreement and presented at the Annual Meeting.  In exchange, the Company agreed that, conditioned upon the election of both Guy P. Sansone and Victoria L. Freed to the Board at the Annual Meeting, Guy P. Sansone shall be appointed as Non-Executive Chairman of the Board by no later than January 1, 2020.

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Letter Agreement, which is included as Exhibit D to this Schedule 13D and is incorporated herein by reference.

On September 27, 2019, the Company issued a press release to announce the Letter Agreement, a copy of which is attached hereto as Exhibit E and is incorporated herein by reference.

The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market and other conditions and subject to the terms of the Letter Agreement:  (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, Call Options or related derivatives now owned or hereafter acquired by them; and (iii) engage in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  Subject to the terms of the Letter Agreement, the Reporting Persons may continue to engage in communications with the Company and may engage in further communications with, among others, members of the Board, the Company’s management, shareholders and other potential investors, regarding such matters.

Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time and subject to the terms of the Letter Agreement, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

SCHEDULE 13D
	Page 6 of 8 Pages

Item 5.                  Interest in Securities of the Issuer 

(a, b) As of the date hereof, each of Glenview Capital Management and Mr. Robbins may be deemed to the beneficial owner of 21,721,972 Shares, which amount consists of 17,633,572 Shares over which Glenview Capital Management and Mr. Robbins share voting and investment power over, and 4,088,400 Shares underlying 40,884 Call Options that cannot be exercised within 60 days.  As of the date hereof, each of Glenview Capital Management and Mr. Robbins may be deemed the beneficial owner of approximately 11.71% of the total number of Shares outstanding.  The beneficial ownership percentage is based on a total of 185,542,096 shares outstanding as of September 9, 2019, based on Company’s Definitive Proxy Statement on Schedule 14A filed September 18, 2019.  

The 21,721,972 Shares reported herein consists of: (A) 554,905 Shares held for the account of Glenview Capital Partners; (B) 105,400 Shares underlying 1,054 Call Options that cannot be exercised within 60 days held for the account of Glenview Capital Partners; (C) 6,023,105 Shares held for the account of Glenview Capital Master Fund; (D) 1,900,900 Shares underlying 19,009 Call Options that cannot be exercised within 60 days held for the account of Glenview Capital Master Fund; (E) 1,410,029 Shares held for the account of Glenview Institutional Partners; (F) 615,900 Shares underlying 6,159 Call Options that cannot be exercised within 60 days held for the account of Glenview Institutional Partners; (G) 4,870,423 Shares held for the account of Glenview Capital Opportunity Fund; (H) 736,100 Shares underlying 7,361 Call Options that cannot be exercised within 60 days held for the account of Glenview Capital Opportunity Fund; (I) 4,775,110 Shares held for the account of Glenview Offshore Opportunity Master Fund; and (J) 730,100 Shares underlying 7,301 Call Options that cannot be exercised within 60 days held for the account of Glenview Offshore Opportunity Master Fund.

As described further in Item 6 below, the Reporting Persons do not have the right to exercise the Call Options within 60 days, do not have direct or indirect voting power or investment power over the Shares underlying the Call Options, and do not have the right to acquire such power over such Shares within 60 days.  Notwithstanding, based on Rule 13d-3(d) under the Act, the Reporting Persons began including the Shares underlying the Call Options in their reported beneficial ownership as of the date of this Schedule 13D.  Pursuant to Rule 13d-4 under the Act, the Reporting Persons disclaim beneficial ownership over the Shares underlying the Call Options, and the inclusion of the Call Options in this Schedule 13D should not be construed as an admission that the Reporting Persons are, for purposes of section 13(d) or 13(g) of the Act, the beneficial owners of any Shares underlying the Call Options.

(c)  Except for the transactions listed in Exhibit C hereto, each of which was effected over-the-counter, there have been no transactions in Shares, or derivatives thereon, by the Reporting Persons during the past 60 days.

(d) The Glenview Funds are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares and Call Options covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

Item 6.                  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response to Item 4 of this Schedule 13D is incorporated by reference herein.

SCHEDULE 13D
	Page 7 of 8 Pages

On September 24, 2019, the Reporting Persons purchased, in the over-the-counter market, European-style zero-strike call options exercisable for 4,088,400 Shares (“Call Options”).  These Call Options are not exercisable until their expiration date of February 11, 2022. The Call Options agreement does not give the Reporting Persons direct or indirect voting power or investment power over the Shares underlying the Call Options.

Except as otherwise described herein, including the Joint Filing Agreement filed as Exhibit A to this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.                  Material to be Filed as Exhibits.

Exhibit A:	Joint Filing Agreement
Exhibit B:	Power of Attorney
Exhibit C:	Schedule of Transaction
Exhibit D:	Form of Letter Agreement, dated September 27, 2019, by and among Brookdale Senior Living Inc. and Glenview Capital Management, LLC
Exhibit E:	Press Release, dated September 27, 2019, issued by Brookdale Senior Living Inc.

SCHEDULE 13D
	Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GLENVIEW CAPITAL MANAGEMENT, LLC
By:	/s/ Mark J. Horowitz
	Mark J. Horowitz
	Co-President of  Glenview Capital Management, LLC

LARRY ROBBINS
By:	/s/ Mark J. Horowitz
	Mark J. Horowitz, attorney-in-fact for Larry Robbins

September 27, 2019

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Brookdale Senior Living Inc., dated as of September 27, 2019 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

GLENVIEW CAPITAL MANAGEMENT, LLC
By:	/s/ Mark J. Horowitz
	Mark J. Horowitz
	Co-President of  Glenview Capital Management, LLC

LARRY ROBBINS
By:	/s/ Mark J. Horowitz
	Mark J. Horowitz, attorney-in-fact for Larry Robbins

September 27, 2019

EX-99.B

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Larry Robbins, hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Executive Officer or in other capacities of Glenview Capital Management, LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Glenview Capital Management, LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 10th day of February, 2009.

/s/ Larry Robbins

Larry Robbins

EX-99.C

EXHIBIT C

SCHEDULE OF TRANSACTIONS

Name of Account	Title of Security	Date of Transaction	Nature of Transaction	Quantity of Shares *	Price per Share
Glenview Capital Partners	Common Stock	9/24/2019	Sell	25,200	$7.35
Glenview Capital Master Fund	Common Stock	9/24/2019	Sell	273,200	$7.35
Glenview Institutional Partners	Common Stock	9/24/2019	Sell	64,000	$7.35
Glenview Capital Opportunity Fund	Common Stock	9/24/2019	Sell	221,000	$7.35
Glenview Offshore Opportunity Master Fund	Common Stock	9/24/2019	Sell	216,600	$7.35
Glenview Capital Partners	Zero-Strike Call Options Expiring 02/05/2020	9/24/2019	Sell	80,200	$7.35
Glenview Capital Master Fund	Zero-Strike Call Options Expiring 02/05/2020	9/24/2019	Sell	1,627,700	$7.35
Glenview Institutional Partners	Zero-Strike Call Options Expiring 02/05/2020	9/24/2019	Sell	551,900	$7.35
Glenview Capital Opportunity Fund	Zero-Strike Call Options Expiring 02/05/2020	9/24/2019	Sell	515,100	$7.35
Glenview Offshore Opportunity Master Fund	Zero-Strike Call Options Expiring 02/05/2020	9/24/2019	Sell	513,500	$7.35
Glenview Capital Partners	Zero-Strike Call Options Expiring  02/11/2022	9/24/2019	Purchase	105,400	$7.35
Glenview Capital Master Fund	Zero-Strike Call Options Expiring  02/11/2022	9/24/2019	Purchase	1,900,900	$7.35
Glenview Institutional Partners	Zero-Strike Call Options Expiring  02/11/2022	9/24/2019	Purchase	615,900	$7.35
Glenview Capital Opportunity Fund	Zero-Strike Call Options Expiring  02/11/2022	9/24/2019	Purchase	736,100	$7.35
Glenview Offshore Opportunity Master Fund	Zero-Strike Call Options Expiring  02/11/2022	9/24/2019	Purchase	730,100	$7.35

* Transactions in Call Options are reflected in Shares underlying the Call Options.  Each Call Options contract represents 100 Shares.

EX-99.D

EXHIBIT D

September 27, 2019

Glenview Capital Management, LLC

767 Fifth Avenue, 44th Floor

New York, NY 10153

Attention: Larry Robbins

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is to confirm the agreement and understanding by and among Brookdale Senior Living Inc., a Delaware corporation (the “Company”), and the entities set forth on the second signature page hereto (collectively, “Glenview”) regarding the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and certain related governance matters.

Glenview, on behalf of Glenview and its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), hereby represents, warrants and covenants that (i) as of the date hereof, Glenview is the beneficial owner of shares totaling, in the aggregate, 21,721,972 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), which represents approximately 11.7% of Common Stock issued and outstanding as of September 9, 2019, the record date for the 2019 Annual Meeting (the “Record Date”), (ii) as of the Record Date, Glenview had beneficial ownership of, and the right to vote, shares totaling, in the aggregate 18,433,572, shares of Common Stock, (iii) Glenview will continue to have the right to vote 18,433,572 shares of Common Stock from the date hereof through the date of the 2019 Annual Meeting and will appear in person or by proxy at the 2019 Annual Meeting (including any adjournments or postponements thereof to any date in 2019) and vote all shares of Common Stock beneficially owned by Glenview, or deemed beneficially owned, over which Glenview has the right to vote, (A) in favor of the election of the slate of directors nominated by the Company’s board of directors (the “Board”) and (B) in accordance with the Board’s recommendation with respect to any other proposal publicly announced prior to the date hereof presented at the 2019 Annual Meeting and (iv) Glenview will not publicly support the election of any slate of directors other than the slate nominated by the Board prior to the 2019 Annual Meeting. As soon as practicable following the execution of this Letter Agreement, the Company shall issue a mutually agreed-upon press release, substantially in the form attached hereto as Exhibit A. All references to beneficial ownership above shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act.

In consideration for, among other things, the representations, warranties and covenants made by Glenview, outlined in the preceding paragraph, the Company hereby agrees that, conditioned upon the election of both Guy P. Sansone and Victoria L. Freed to the Board at the 2019 Annual Meeting, Guy P. Sansone shall be appointed as Non-Executive Chairman of the Board by no later than January 1, 2020.

This Letter Agreement may be executed in two (2) or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts

have been signed by each of the parties hereto and delivered to the other parties hereto (including by means of electronic delivery) and shall be governed by the laws of the State of Delaware without giving effect to any conflict of law principle that would compel the application of the laws of another jurisdiction. Irreparable damage for which money damages are not a sufficient remedy would result from any breach or threatened breach of this Letter Agreement. Accordingly, the parties hereto are entitled to specific performance in respect of their respective obligations hereunder without the need to post a bond or other collateral in connection therewith. This Letter Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. This Letter Agreement may be amended only by an agreement in writing executed by Glenview and the Company. This Letter Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns and is not enforceable by any other person. No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties hereto.

[Signature Pages Follow]

- 2 -

Please confirm your agreement with the foregoing by signing and returning one copy of this Letter Agreement to the undersigned.

 

Very truly yours,

BROOKDALE SENIOR LIVING INC.

By:

Name:        

Title:

[Signature Page to Letter Agreement]

AGREED AND ACKNOWLEDGED

(as of the date of this Letter Agreement):

GLENVIEW CAPITAL MANAGEMENT, LLC

on behalf of itself and as investment manager to the
Glenview Funds listed on Exhibit B hereto

By:_____________________________________

Name:___________________________________

Title:____________________________________

[Signature Page to Letter Agreement]

EXHIBIT A

FORM OF PRESS RELEASE

 

EXHIBIT B

Glenview Capital Partners, L.P., a Delaware limited partnership

Glenview Institutional Partners, L.P., a Delaware limited partnership

Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company

Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership

Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company

EX-99.E

EXHIBIT E

Brookdale Senior Living Announces Support of Largest Stockholder, Glenview Capital Management

Glenview Endorses Both of Brookdale’s Director Nominees, Victoria Freed and Guy Sansone, for Election at 2019 Annual Meeting

NASHVILLE, Tenn., September 27, 2019 -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today announced that it has entered into a support agreement with Glenview Capital Management (“Glenview”), the Company’s largest stockholder.  Glenview owned approximately 9.9% of the Company’s outstanding common stock as of the close of business on September 9, 2019, the record date for the upcoming 2019 Annual Meeting of Stockholders.

Pursuant to the agreement, Glenview will vote all of its shares in favor of both the Company’s Class II director nominees, Victoria Freed and Guy Sansone, and with the Board’s recommendations on the other proposals at the 2019 Annual Meeting. If elected, Ms. Freed and Mr. Sansone will succeed the retiring Class II directors, Jackie Clegg and James Seward.

In connection with the agreement, Brookdale also announced today that if both Ms. Freed and Mr. Sansone are elected to the Board, Mr. Sansone will be appointed Non-Executive Chairman, effective January 1, 2020. Lee Wielansky, the Company’s current Non-Executive Chairman, will remain an independent director of the Board and will work with Mr. Sansone to ensure a smooth transition of the Chairmanship.

Current Non-Executive Chairman, Lee Wielansky, said, “We appreciate that Glenview, our largest stockholder, supports the Board’s nominees.  The Board believes that Victoria and Guy bring a broad range of necessary expertise that will strengthen our ongoing efforts to deliver long-term value for our stockholders.”

Larry Robbins, Founder and Chief Executive Officer of Glenview Capital Management, said, “We appreciate the shareholder outreach undertaken by Cindy Baier and the team at Brookdale over the past several months and we are proud to commit our votes to add Victoria Freed to the Board and Guy Sansone as the next Board Chair. While we have great respect for the nominees, suggestions and analysis of long-term holder Land & Buildings, we feel that the proposal put forward by the Brookdale Board and management team provides the best combination of fresh perspectives and the likelihood of Board cohesion. We look forward to the Board, management and shareholders working cooperatively to elevate the customer experience, operating efficiently and responsibly and driving shareholder value.”

Lucinda (“Cindy”) Baier, President and Chief Executive Officer of Brookdale, said, “Lee has been an instrumental part of Brookdale’s turnaround plan and recent progress and we are delighted he will continue to provide his invaluable advice as an independent director of the Board. I look forward to working closely with the Board and management team as we continue executing our strategic plan and positioning Brookdale for long-term success.”

As previously announced, Brookdale’s 2019 Annual Meeting of Stockholders will take place on October 29, 2019. The Brookdale Board recommends that stockholders vote today on the WHITE proxy card "FOR" Ms. Freed and Mr. Sansone, Brookdale's new, independent and highly qualified Class II director nominees.

About Our Nominees

• Victoria Freed currently serves as Royal Caribbean International's Senior Vice President of Sales, Trade Support and Service, where she oversees the largest sales team in the cruise line industry. She has more than 25 years of executive leadership experience in the hospitality industry in the areas of sales, customer service and marketing.

• Guy Sansone currently serves as a Managing Director and Chairman of the Healthcare Industry Group at Alvarez & Marsal, a global professional services firm specializing in performance improvement for large, high-profile businesses. He has more than 25 years of experience working as a senior advisor and executive leading efforts to optimize the performance of companies, primarily in the healthcare and senior housing industries.

The full agreement with Glenview will be filed in a Form 8-K with the Securities and Exchange Commission.

Morgan Stanley & Co. LLC is serving as financial advisor to Brookdale and Skadden, Arps, Slate, Meagher & Flom LLP is acting as Brookdale’s legal advisor.

Sidley Austin LLP is acting as Glenview’s legal advisor. 

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 and manages independent living, assisted living, memory care, and continuing care retirement communities, with 809 communities in 45 states and the ability to serve approximately 77,000 residents as of June 30, 2019. The Company also offers a range of home health, hospice, and outpatient therapy services to over 20,000 patients as of that date. Brookdale's stock is traded on the New York Stock Exchange under the ticker symbol BKD.

About Glenview Capital Management

Glenview Capital Management, founded in 2000 by Larry Robbins, is a privately held investment management firm. Headquartered in New York with 75 employees, Glenview manages $6B across its investment products.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 the creation of stockholder value and the execution on our strategic objectives. 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 assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees and entrance fees, including downturns in the economy, national or local housing markets, consumer confidence or the equity markets and unemployment among family members; changes in reimbursement rates, methods or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the impact of ongoing healthcare reform efforts; the effects of continued new senior housing construction and development, oversupply and increased competition; disruptions in the financial markets that affect the Company’s ability to obtain financing or extend or refinance debt as it matures and the Company’s financing costs; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity

costs, fuel and other energy costs, interest rates and tax rates; the Company’s ability to generate sufficient cash flow to cover required interest and long-term lease payments and to fund its planned capital projects; the effect of the Company’s indebtedness and long-term leases on its liquidity; the effect of the Company’s non-compliance with any of its debt or lease agreements (including the financial covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company’s non-compliance with any such agreements and the risk of loss of the Company’s property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of the Company’s borrowing base calculations and the Company’s consolidated fixed charge coverage ratio on availability under its revolving credit facility; increased competition for or a shortage of personnel, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; failure to maintain the security and functionality of the Company’s information systems or to prevent a cybersecurity attack or breach; the Company’s ability to complete pending or expected disposition or other 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 the Company’s ability to identify and pursue any such opportunities in the future; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to complete its capital expenditures in accordance with its plans; the Company’s ability to identify and pursue development, investment and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; delays in obtaining regulatory approvals; risks associated with the lifecare benefits offered to residents of certain of the Company’s entrance fee CCRCs; terminations, early or otherwise, or non-renewal of management agreements; conditions of housing markets, regulatory changes and acts of nature in geographic areas where the Company is concentrated; terminations of the Company’s resident agreements and vacancies in the living spaces it leases; departures of key officers and potential disruption caused by changes in management; risks related to the implementation of the Company’s strategy, including initiatives undertaken to execute on its strategic priorities and their effect on the Company’s results; actions of activist stockholders, including a proxy contest; market conditions and capital allocation decisions that may influence the Company’s determination from time to time whether to purchase any shares under its existing share repurchase program and the Company’s ability to fund any repurchases; the Company’s ability to maintain consistent quality control; a decrease in the overall demand for senior housing; environmental contamination at any of the Company’s communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; unanticipated costs to comply with legislative or regulatory developments; as well as other risks detailed from time to time in our filings with the SEC, including those contained in the Company’s 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. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Contacts Brookdale Senior Living Inc.
Investor Relations:	(615) 505-1968	Media: (615) 564-8225
Kathy MacDonald	kathy.macdonald@brookdale.com	Julie K. Davis jkdavis@brookdale.com