Investment Thesis: Buy Senior Living Stock, Target Price $46.77

1. Natnael, Thomas, Grace, Rebecca

2. Investment Thesis • Buy: $46.77 Price Target • Senior living is a prudent industry to invest in given the expansion of the elderly population given shifting demographics and the baby boomers entering into this age group.  • Brookdale has by far the greatest number of properties, and services that position it to capitalize on the elderly demographic shift in the United States. • Majority holder of senior living facilities in the US.  • Given the recent dip due to the winter, it is a great time to invest as the stock price is low but will continue to go up.

3. Company Overview • Largest owner of senior living communities through the US with over 570 senior living / retirement communities • Involved in many M&A since 2005 (most recently with Emeritus in 2014) and has a monopoly on senior living facilities in the US • Emeritus merger overall positive as it improved number of qualities properties managed

4. Stock Price

5. Pro-forma Geography Coverage

6. Management Team • T. Andrew Smith - CEO • Became CEO of BKD in February 2013. • Before that Smith was Executive Vice President, General Counsel, and Secretary since 2006.  • Mark Ohlendorf - President and CFO • Became co-President in 2005 and then President in 2013.   • Joined BKD through its merger with Alterra in 2005 (where he was CEO).  • Gregory Richard - COO • Joined the company through their merger with American Retirement Corporation and Brookdale.  • Has been involved in operations of Retirement Corporations since 1986.

7. Portfolio of Services • 1,100+ Senior Living Facilities (both independent and assisted) • Operating in 46 states • Currently serving 110,000+ senior citizens • Businesses include: • Management Services for Existing Communities • Skilled Nursing Facility (SNF) • Therapy (physical, occupational, speech) • In-home Health and Memory Care • Dementia / Alzheimer’s care Accelerated top line growth in coming year

8. Recent News 2014 Q4 Earnings Call Sandell Letter • Sandell Asset Management Corporation, major shareholder in BKD, pressures BKD to spin off its real estates to shareholders through formation of real estate investment trust (REITs) • BKD met with Sandell, and is considering suggestions • Sandell valued stock at $49 if spin-off executed • Friday 2/6 opening: stock price jumped 5% to $36.31

9. Competitive Environment • Only national public senior living company, 3x bigger than largest competitor • Unique economies of scale - recent joint venture with HCP has decreased rent expenses by millions • Most diverse collection of services: assisted living communities, in-home nursing, dementia care, therapy

10. Long-term Growth Drivers • Stands to benefit from aging baby boomers (growing 3x faster than population avg.) and increasing lifespan • Annual increase in capacity is only half of that required by demographic growth • Strong customer retention • Market dominance yields edge in acquisitions and partnerships with healthplans

11. Long-term Growth Drivers • Available venues for scalable growth • About 40% of the population aged 85 years and above is expected to have Alzeimers, so they will experience heavy limitation as to what daily activities they can do • The population aged 75 and above with incomes of $50,000 and above is expected to grow at the rate of 39% from 2013 to 2018

12. Short-term Catalysts • Emeritus resources allow expansion in growing market for hospice care, in-home services • Major synergies with Emeritus: $0.95 per share • Elimination of biggest competitor decreases lease concessions • Recently announced potential spinoff of real estate refocuses attention on core capabilities, reduces REIT competition

13. Risks • Acquisition Integration • Integration with Emeritus will be a large, difficult undertaking >> will yield more future synergies • Tech Integration • BKD recognizes the need for next-generation wireless LAN to reach its far-flung facilities >> Future increased efficiency and lowered operations cost • DOJ Investigation • Under investigation by Department of Justice for undisclosed reasons • Bad Press • PBS conducted investigative report on Emeritus, seemingly unnecessary deaths • Slowing Down Construction • Construction of senior living facilities slowed down; concentrated in certain major cities rather across the country

14. Risk - Recent News On January 26th BKD shares fell 14% in a few hours based on the news that there would be poor stock performance as a backlash from 4th Quarter performance.  Due to the fact that there are lower occupancy rates because of the tough winter and poor flu vaccine performance, occupancy is expected to be low throughout the first quarter of 2015, but should re-bound by mid-2015.  **The majority of the low-occupancy properties are in the newly acquired Emeritus senior living homes. **

15. DCF Analysis • EV / EBITDA: 11.5x • Discount Rate: 10% • Enterprise Value: 12.7B • Share Price: $46.77

16. Conclusion • Smart to invest now, BKD will continue to grow and expand its offerings while realizing synergies with Emeritus.   • Focusing on senior living rather than real estate will improve company profits in the long term.   • Investing in BKD is the best way to invest in the senior living sector, which should grow reliably in the foreseeable future.