Advisors
BofA Securities acted as exclusive financial advisor to Brookdale in connection with this transaction. Brookdale received legal counsel from Bass, Berry & Sims PLC. Truist Securities acted as exclusive financial advisor to HCA Healthcare in connection with this transaction. HCA Healthcare received legal counsel from Debevoise & Plimpton with healthcare regulatory support from Waller.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release and the associated conference call 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 Brookdale’s intent, belief or expectations. 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,” “believe,” “project,” “predict,” “continue,” “plan,” “target,” or other similar words or expressions. These forward-looking statements include, but are not limited to, statements regarding Brookdale’s future financial performance and its sale of a majority stake in BHS to HCA Healthcare as well as the expected benefits, synergies or opportunities of Brookdale retaining an ongoing interest in BHS (collectively, the “Transaction”). These forward-looking statements are based on certain assumptions and expectations, and Brookdale’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although Brookdale believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its 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 Brookdale’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, the risk that conditions to the closing of the Transaction may not be satisfied, including due to Brookdale’s or HCA Healthcare’s inability to satisfy the closing conditions or industry, regulatory or economic conditions outside of Brookdale’s control, including those related to the ongoing COVID-19 pandemic and, if those conditions are neither satisfied nor, where permissible, waived on a timely basis, Brookdale may be unable to complete the Transaction, or the Transaction may be delayed or completed on terms that are less favorable, perhaps materially, to Brookdale than the terms currently contemplated; the risk that if the Transaction is delayed or not completed for any reason, investor confidence could decline, Brookdale could face negative publicity and possible litigation, and Brookdale’s business, results of operations, financial condition, cash flows and stock price may be adversely affected; and the risks detailed from time to time in Brookdale’s filings with the Securities and Exchange Commission (“SEC”), including those set forth its 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 management’s views as of the date of this press release and/or the associated conference call. Brookdale 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 to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
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