Brookdale Plans $849 Million Acquisition Through Joint Venture with HCP
Mar 17 15
Brookdale announced that it has signed a definitive agreement to buy 35 senior housing communities for $849 million through a joint venture with HCP. Brookdale, which partnered with HCP on a $1.2 billion joint venture in the fall, will own only 10% of the portfolio, with HCP taking ownership of the rest. The facilities, located in eight states with concentrations in Florida, Texas and Colorado, are currently owned by Chartwell Retirement Residences, but have been operated by Brookdale since 2011 after its acquisition of Horizon Bay. The deal is expected to close in the third quarter of this year.
Springhouse Of Silver Spring Up For Sale
Feb 28 15
Springhouse of Silver Spring will close this June because of the pending sale of the assisted-living apartment building, according to residents and a notice circulated by management this week. The notice, dated February 25, 2015 says that the landowner, HCP, Inc. (NYSE:HCP), is putting the property up for sale and that potential buyers might not continue to operate the property as a senior-living facility.
HCP, Inc. Adopts Amendments to Bylaws
Feb 11 15
On February 8, 2015, the board of directors of HCP, Inc. adopted amendments to the company's bylaws to implement proxy access (allowing eligible stockholders to include their own nominees for director in the company's proxy materials along with the Board-nominated candidates) and to make certain other conforming and technical changes. The proxy access process will first be available to stockholders in connection with the company's 2016 annual meeting of stockholders. The maximum number of stockholder nominees permitted under the proxy access provisions of the Bylaws is equal to 20% of the directors in office as of the last day a notice of nomination may be timely received. If the 20% calculation does not result in a whole number, the maximum number of stockholder nominees is the closest whole number below 20%. If one or more vacancies occurs for any reason after the nomination deadline and the Board decides to reduce the size of the Board in connection therewith, the 20% calculation will be applied to the reduced size of the Board, with the potential result that a stockholder nominee may be disqualified. Stockholder-nominated candidates whose nomination is withdrawn or whom the Board determines to include in the company's proxy materials as Board-nominated candidates will be counted against the 20% maximum. In addition, any director in office as of the nomination deadline who was included in the company's proxy materials as a stockholder nominee for either of the two preceding annual meetings and whom the Board decides to renominate for election to the Board also will be counted against the 20% maximum. Notice of a nomination pursuant to the proxy access provisions of the Bylaws must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that the company distributed its proxy statement for the previous year's annual meeting of stockholders. If a group of stockholders is making the nomination, such notice must designate one member of the group for purposes of receiving communications, notices and inquiries from the company and otherwise authorize such member to act on behalf of each other member of the group with respect to the nomination. Each nominating stockholder must provide a list of its proposed nominees in rank order. If the number of stockholder nominees under the proxy access provisions of the Bylaws exceeds the 20% maximum, the high ranking qualified individual from the list proposed by each nominating stockholder, beginning with the nominating stockholder with the large qualifying ownership and proceeding through the list of nominating stockholders in descending order of qualifying ownership, will be selected for inclusion in the company's proxy materials until the maximum number is reached. Each stockholder seeking to include a director nominee in the company's proxy materials is required to provide certain information, including proof of qualifying stock ownership as of the date of the submission and the record date for the applicable annual meeting of stockholders, the stockholder's notice on Schedule 14N as filed with the Securities and Exchange Commission, and the information required by the advance notice provision of the Bylaws relating to nomination of directors (including the consent of each stockholder nominee to being named in the proxy statement and serving as a director, if elected). Nominating stockholders are also required to make certain representations and agreements regarding their intent to maintain qualifying ownership through the meeting date, intentions with respect to maintaining qualifying ownership for one year after the meeting date, lack of intent to effect a change of control, only nominating the person(s) nominated pursuant to the proxy access provisions of the Bylaws, only participating in the solicitation of their nominee or Board nominees, only distributing the company's form of proxy, complying with solicitation rules, providing accurate information, and assuming liabilities related to and indemnifying the company against losses arising out of the nomination. The company may also require each stockholder nominee to provide any additional information that may be reasonably requested to determine if such nominee is independent, that could be material to a reasonable stockholder's understanding of the nominee's independence or that may reasonably be required to determine the eligibility of such nominee to serve as a director of the company.