EFTA01454265

From: jeffrey E. [[email protected]) Sent: 5/20/2014 9:41:53 AM To: Tazia Smith CC: Paul Morris ; Vinit Sahni ; Nav Gupta I I; Richard Kahn ; Vahe Stepanian Subject: Re: Long Equity: Consider $1mm Brookdale Senior Living on macro/micro tailwinds (- 30% upside to $42 tgt) IC) i want to play a stronger rupee 9 month horizon On Tue, May 20, 2014 at 9:33 AM, Tazia Smith <MMI wrote: Classification: Confidential Jeffrey - Focusing on listed/exchange traded opportunities: Consider buying $1-2mm position in Brookdale Senior Living (BKD) Macro Trend: Baby boomers retiring and aging population Micro: Merger tailwinds, pro-forma valuation upside and broader investor demand Brookdale Senior Living (BKD) Closed 5/19: $32.06 ($32.40 last) $3.8bn mkt cap (trades 1.3mm shs a day avg) $42 DB 12mo price target (implies -30% upside) vs. 37.71 cons (-16%) Catalyst: merger proxy filing expected this month (Brookdale bid to acquire Emeritus, ESC ($1.4bn mkt cap), in late Feb for $2.8bn in stock; est merger completion is 3Q14) Valuation: $42 = 12x proforma BKD+ESC 2015 CFFO/sh of $3.40 a. Strong Industry Fndamentals b. BKD's market leadership (10% pro forma market share and attractive national footprint + management team and corporate infrastructure lending itself to leverage/scale) c. Mid-teen's growth characteristics with organic 6-8% and accretion from the ESC acquisition adding 8-10% for the next 2-3 years (ests = +18% in 2015 and + 27% in 2016). Q1 earnings report no 5/8, BKD posted its third consecutive quarter of double digit CFFO growth d. Current Valuation: 9.1x pro-forma 2015 CFFO/sh and just shy of 10x on a stand alone basis (8.9x pro-forma 2015 EV/EBITDA, 11.6x stand-alone) e. Market Cap — pro-forma will be greater than $5bn, expected to deliver broader investor interest Key risks include: competition, new supply, capex requirements to upgrade Emeritus' portfolio, merger approvals, housing market, interest rate sensitivity CFFO = cash flow from operations https://qer.qm.cib.intranet.db.com/qer/document/pdf/0900b8c088436c25.pdf CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0 112268 CONFIDENTIAL SDNY_GM_00258452 EFTA01454265