SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement under Section 13(e) 
of the Securities Exchange Act of 1934

ALERISLIFE INC.

(Name of the Issuer)

ALERISLIFE INC.

(Name of Person(s) Filing Statement)

Common Stock, $0.01 par value per share

(Title of Classes of Securities)

33832D205

(CUSIP Number of Classes of Securities)

Jeffrey C. Leer

President and Chief Executive Officer

Two Newton Place

255 Washington Street

Suite 230

Newton, Massachusetts 02458

(617) 796-8387

(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)

With a copy to:

Zachary Blume

Suni Sreepada

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02219-3600

(617) 951-7663

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Statement”) is being filed by AlerisLife Inc., a Maryland corporation (the “Company” or “ALR”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below, and relates to the offer by ABP Acquisition 2 LLC, a Maryland limited liability company (“Purchaser”) and a wholly owned subsidiary of ABP Acquisition LLC (“ABP”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of ALR (other than any Shares held by ABP, Purchaser or any other direct or indirect wholly owned subsidiary of ABP or any person that owns, directly or indirectly, all of the outstanding equity interests of Purchaser) at a price of $1.31 per Share, net to the seller of such Shares in cash, without interest and subject to any withholding of taxes required by applicable law (the “Offer”). The Offer is made pursuant to the Agreement and Plan of Merger, dated as of February 2, 2023 (together with any amendments or supplements thereto, the “Merger Agreement”), among ALR, Purchaser and ABP. The Merger Agreement provides that, among other things, following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company, with the Company being the surviving corporation (the “Merger”).

The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by ABP on February 17, 2023 (as amended or supplemented from time to time, the “Schedule TO”), which contains as exhibits an Offer to Purchase dated February 17, 2023 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, contain the terms of the Offer). In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on February 17, 2023 (the “Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, ABP and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.

ITEM 1. SUMMARY TERM SHEET

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Name and Address

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information—Name and Address” is incorporated herein by reference.

        (b) Securities

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information—Securities” is incorporated herein by reference.

        (c) Trading Market and Price

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 14. Price Range of Shares; Dividends” is incorporated herein by reference.

        (d) Dividends

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 14. Price Range of Shares; Dividends” and “The Tender Offer—Section 21. Dividends and Distributions” is incorporated herein by reference.

        (e) Prior Public Offerings

Not applicable.

        (f) Prior Stock Purchases

In December 2022, ALR repurchased 102,254 Shares at a price of $0.73 per Share and 47,504 Shares at a price of $0.55 per Share for a total purchase price of $100,959.47. In October 2022, ALR repurchased two (2) Shares at a price of $0.99 per Share for a total purchase price of $1.98. In December 2021, ALR repurchased 70,255 Shares at a price of $3.01 per Share for a total purchase price of $211,467.55. In September 2021, ALR repurchased 70 Shares at a price of $4.38 per Share for a total purchase price of $306.60. In June 2021, ALR repurchased 483 Shares at a price of $5.76 per Share for a total purchase price of $2,782.08. In January 2021, ALR repurchased 10 Shares at a price of $8.15 per Share for a total purchase price of $81.50. These purchases were to satisfy tax withholding and payment obligations of current and former employees and officers of ALR and of The RMR Group LLC in connection with the vesting of awards of Shares.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

(a) Name and Address

The filing person is the subject company. The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Name and Address,” “Item 2. Identity and Background of Filing Person—Business and Background of the Company’s Directors and Executive Officers” and “Annex A—Business and Background of the Company’s Directors and Executive Officers” attached to the Schedule 14D-9 is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 17. Certain Information Concerning Parent and Purchaser” and “Schedule A— Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser and Parent” is incorporated herein by reference.

        (b) Business and Background of Entities

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares,” “The Tender Offer—Section 17. Certain Information Concerning Parent and Purchaser” and “Schedule A— Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser and Parent” is incorporated herein by reference.

        (c) Business and Background of Natural Persons

The information set forth in “Item 2. Identity and Background of Filing Person” and “Annex A—Business and Background of the Company’s Directors and Executive Officers of AlerisLife Inc.” attached to the Schedule 14D-9 is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares,” “The Tender Offer—Section 17. Certain Information Concerning Parent and Purchaser” and “Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser and Parent” is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION

(a) Material Terms

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and Merger” and “Item 8. Additional Information— Named Executive Officer Golden Parachute Compensation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 3. Purpose of the Offer and Plans for ALR,” “The Tender Offer—Section 9. Terms of the Offer,” “The Tender Offer—Section 10. Acceptance for Payment and Payment for Shares,” “The Tender Offer—Section 11. Procedures for Tendering Shares,” “The Tender Offer—Section 12. Withdrawal Rights” and “The Tender Offer—Section 13. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger” is incorporated herein by reference.

        (c) Different Terms

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with the Company’s Directors and Executive Officers,” “Item 6. Interest In Securities of the Subject Company” and “Item 8. Additional Information—Named Executive Officer Golden Parachute Compensation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 4. Interests of Certain Persons in the Offer,” “Special Factors—Section 6. Related Party Transactions” and “The Tender Offer—Section 17. Certain Information Concerning Parent and Purchaser” is incorporated herein by reference.

        (d) Appraisal Rights

The information set forth in the Schedule 14D-9 under the headings “Item 8. Additional Information—Appraisal Rights” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Tender Offer—Section 22. Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

        (e) Provisions for Unaffiliated Security Holders

The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders’ access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.

        (f) Eligibility for Listing or Trading

Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements” and “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR,” “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares” and “Special Factors—Section 6. Related Party Transactions” is incorporated herein by reference.

(b)—(c) Significant Corporate Events; Negotiations or Contacts

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger” and “Item 5. Person/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR,” “Special Factors—Section 4. Interests of Certain Persons in the Offer,” “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares” and “Special Factors—Section 6. Related Party Transactions” is incorporated herein by reference.

        (d) Agreements Involving the Subject Company’s Securities

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with the Company’s Directors and Executive Officers,” “Item 6. Interests in Securities of the Subject Company” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR,” “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares,” “Special Factors—Section 6. Related Party Transactions,” “The Tender Offer—Section 9. Terms of the Offer” and “The Tender Offer—Section 18. Summary of the Merger Agreement” is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

        (a) Use of Securities Acquired

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 3. Purpose of the Offer and Plans for ALR” and “The Tender Offer—Section 15. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations” is incorporated herein by reference.

(b)(1)—(8) Plans

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with the Company’s Directors and Executive Officers,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger” and “Item 7. Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 3. Purpose of the Offer and Plans for ALR,” “The Tender Offer—Section 9. Terms of the Offer” and “The Tender Offer— Section 15. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations” is incorporated herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

        (a) Purposes

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Recommendation of the Special Committee and the Board,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. the Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and Merger” and “Item 7 Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 1. Background of the Offer; Contacts with ALR” and “Special Factors—Section 3. Purpose of the Offer and Plans for ALR” is incorporated herein by reference.

        (b) Alternatives

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR” and “Special Factors— Section 3. Purpose of the Offer and Plans for ALR” is incorporated herein by reference.

        (c) Reasons

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR” and “Special Factors— Section 3. Purpose of the Offer and Plans for ALR” is incorporated herein by reference.

        (d) Effects

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with the Company’s Directors and Executive Officers,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger,” “Item 5. Persons/Assets, Retained, Employed, Compensated or Used” and “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 3. Purpose of the Offer and Plans for ALR,” “The Tender Offer—Section 9. Terms of the Offer,” “The Tender Offer—Section 15. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations” and “The Tender Offer—Section 13. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger.” is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION

(a) Fairness

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Recommendation of the Special Committee and the Board,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR,” “Special Factors—Section 2. Position of Parent Regarding the Fairness of the Transaction” and “Special Factors—Section 8. Recommendation by the Special Committee and the Board of Directors of ALR” is incorporated herein by reference.

        (b) Factors Considered in Determining Fairness

The information set forth in “Annex B—Opinion of Citigroup Global Markets Inc.” attached to the Schedule 14D-9 and in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person,” “Item 4. The Solicitation or Recommendation—Recommendation of the Special Committee and the Board,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Opinion of Financial Advisor to the Special Committee” and “Item 4. The Solicitation or Recommendation—Certain Prospective Financial Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors—Section 1. Background of the Offer; Contacts with ALR,” “Special Factors—Section 2. Position of Parent Regarding the Fairness of the Transaction,” “Special Factors—Section 8. Recommendation by the Special Committee and the Board of Directors of ALR,” “The Tender Offer—Section 9. Terms of the Offer” and “The Tender Offer—Section 20. Conditions of the Offer” is incorporated herein by reference.

        (c) Approval of Security Holders

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information—Stockholder Approval of the Merger Not Required” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 18. Summary of the Merger Agreement” is incorporated herein by reference.

        (d) Unaffiliated Representative

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger,” and “Item 5. Persons/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

        (e) Approval of Directors

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Recommendation of the Special Committee and the Board,” “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 8. Recommendation by the Special Committee and the Board of Directors of ALR” is incorporated herein by reference.

        (f) Other Offers

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “Special Factors—Section 1. Background of the Offer; Contacts with ALR” is incorporated herein by reference.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

        (a) Report, Opinion or Appraisal

The information set forth in “Annex B—Opinion of Citigroup Global Markets Inc.” attached to the Schedule 14D-9 and in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Opinion of Financial Advisor to the Special Committee,” “Item 4. The Solicitation or Recommendation—Certain Prospective Financial Information” and “Item 5. Person/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR” and “Special Factors—Section 2. Position of Parent Regarding the Fairness of the Transaction,” is incorporated herein by reference.

        (b) Preparer and Summary of the Report, Opinion or Appraisal

The information set forth in “Annex B—Opinion of Citigroup Global Markets Inc.” attached to the Schedule 14D-9 and in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation—Opinion of Financial Advisor to the Special Committee,” “Item 4. The Solicitation or Recommendation—Certain Prospective Financial Information” and “Item 5. Person/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 1. Background of the Offer; Contacts with ALR” and “Special Factors—Section 2. Position of Parent Regarding the Fairness of the Transaction,” is incorporated herein by reference.

        (c) Availability of Documents

The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at ALR’s principal executive offices located at Two Newton Place, 255 Washington Street, Suite 230, Newton, Massachusetts 02458, during regular business hours, by any interested stockholder of ALR or a representative of such interested stockholder who has been so designated in writing by such interested stockholder.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

        (a) Source of Funds

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 19. Source and Amount of Funds” is incorporated herein by reference.

        (b) Conditions

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 19. Source and Amount of Funds” is incorporated herein by reference.

        (c) Expenses

The information set forth in the Schedule 14D-9 under the heading “Item 5. Person/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 24. Fees and Expenses” is incorporated herein by reference.

        (d) Borrowed Funds

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 19. Source and Amount of Funds” is incorporated herein by reference.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

        (a) Securities Ownership

The information set forth in Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors— Section 5. Transactions and Arrangements Concerning the Shares,” “Special Factors— Section 6. Related Party Transactions” and “Schedule B—Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

        (b) Securities Transactions

The information set forth in Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates” and “Item 6. Interest in Securities of the Subject Company” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares” and “Schedule B—Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION

        (a) Intent to Tender or Vote in a Going-Private Transaction

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation—Intent to Tender” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

        (b) Recommendations of Others

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Recommendation of the Special Committee and the Board” and “Item 4. The Solicitation or Recommendation—Intent to Tender” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “Special Factors—Section 5. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

ITEM 13. FINANCIAL STATEMENTS

        (a) Financial Information

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation—Certain Prospective Financial Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 16. Certain Information Concerning ALR” is incorporated herein by reference.

The audited financial statements of ALR as of and for the fiscal years ended December 31, 2020 and December 31, 2021 are incorporated herein by reference to Item 8 of ALR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2022. The unaudited consolidated financial statements of ALR for the nine months ended September 30, 2022 are incorporated herein by reference to Item 1 of ALR’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 2, 2022.

        (b) Pro Forma Information

Not applicable.

ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

        (a) Solicitations or Recommendations

Neither ALR nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations to ALR’s stockholders with respect to the Offer.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Person/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 24. Fees and Expenses” is incorporated herein by reference.

        (b) Employees and Corporate Assets

Neither ABP nor Purchaser employed or used any officer, employee or corporate assets of ALR in connection with the transaction.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Person/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 24. Fees and Expenses” is incorporated herein by reference.

ITEM 15. ADDITIONAL INFORMATION

        (a) Executive Compensation

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contracts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates—Golden Parachute Compensation” is incorporated herein by reference.

(b) Other Material Information

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contracts, Transactions, Negotiations and Agreements—Arrangements between the Company, ABP and Certain of its Affiliates—Golden Parachute Compensation,” “Item 8. Additional Information—Named Executive Officer Golden Parachute Compensation” is incorporated herein by reference.

ITEM 16. EXHIBITS

The following exhibits are filed herewith:

SIGNATURE

After due 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.

Dated: February 17, 2023

Exhibit (c)(2)

Confidential Treatment Requested. Confidential portion of this document have been redacted and have been separately filed with the Securities and Exchange Commission.

Project Newbury Strictly Private and Confidential February 2, 2023 Citi Banking, Capital Markets & Advisory | Real Estate & Lodging Presentation to the Special Committee

Disclaimer The accompanying pages contain material provided to the Special Committee (the “Special Committee”) of the Board of Directors of AlerisLife Inc. (“Aleris”, “ALR” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving AlerisLife and ABP Trust (“ABP”), of which Adam Portnoy is a principal. The accompanying material was compiled or prepared on a confidential basis solely for the use of the Special Committee and no t with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections contained herein have been prepared or adopted by management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections wil l b e realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In prep ari ng the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi an d u pon the assurances of the management of the Company that it is not aware of any relevant information that has been omitted or tha t remains undisclosed to Citi. The accompanying material was not prepared for use by readers not as familiar with the Company as the Special Committee and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibi lit y for the accompanying material if used by persons other than the Special Committee. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Cit i a s of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying mater ial . Nothing contained herein shall be construed as legal, tax or accounting advice. 1

1. Situation Overview

Situation Overview Source: ALR Management, public filings, press releases and FactSet as of 02/02/2023. Note: ALR projections and 2022 YE capitalization per ALR management as of February 2023. “NM” denotes not meaningful. (1) At Market share price as of 02/02/2023. (2) Fully diluted shares outstanding as of 02/02/2023 per ALR management. (3) 2022 YE cash balance of $49.6 excluding cash held by ALR’s captive insurance entity and not readily available for general ope rat ing purposes per ALR management. (4) EBITDA burdened by non - cash stock - based compensation. (5) 2022E EBITDA includes three quarters of actuals and one quarter of projections. Capitalization As of Year End 2022 (3) (1) (5) AlerisLife Inc. (Nasdaq: “ALR”), f/k/a Five Star Senior Living Inc., operates an evolving portfolio of residential and lifestyle services for older adults Facing financial and operational difficulties, ALR began restructuring its business in 2019 by reaching an agreement with its main landlord, Diversified Healthcare Trust (Nasdaq: “DHC”), f/k/a as Senior Housing Properties Trust, to restructure the business arrangement between the parties In addition to the replacement of master leases with management agreements, the agreement provided for the issuance of ALR stock to DHC (externally managed by The RMR Group LLC, a subsidiary of The RMR Group Inc. (collectively, “RMR”)), resulting in DHC becoming a significant shareholder of AlerisLife (currently owning 32.8% of ALR’s common stock) Separately, ALR has a business management agreement with RMR ABP Trust (“ABP”), a private entity owned and controlled by Adam Portnoy, approached ALR in late 2022 with the intention to acquire ALR in coordination with DHC in an all - cash transaction Following several weeks of negotiations, ABP proposed an offer price of $1.31 per share, representing a premium of approximately 62% over the closing share price on February 2, 2023 (4) (2) 2

Timeline of Transaction Events Late 2022 ALR’s Board of Directors was made aware of ABP’s intention to acquire all of the outstanding shares of common stock of ALR th at it does not already own Dec. 22, 2022 ABP conveyed a verbal all - cash offer to acquire all shares of ALR not already owned by ABP for $0.95 per share − Indicated that based on discussions, DHC (a 32.8% shareholder) will enter into a tender and assignment agreement with ABP − Each of ABP and DHC have stated that it will not sell shares of AlerisLife common stock held by it to any other party ABP separately indicated that it would like to effect the transaction via a tender offer subject to a negotiated merger agree men t Jan. 6, 2023 After its initial evaluation of the proposal, the Special Committee authorized a response to ABP that the Special Committee w oul d be willing to consider a potential transaction at a higher price Jan. 9, 2023 ABP responded with a proposal of $1.05 per ALR share, which was subsequently raised to $1.10 on the same day − ABP also clarified that the tender offer is expected to be subject to a minimum acceptance condition of a majority of the out sta nding ALR shares, followed by a short - form merger Separately, ABP represented that it would fund the transaction through cash on hand and offered to provide documentation evid enc ing availability of such funds Jan. 11, 2023 Special Committee evaluated the revised proposal and indicated its general interest in continuing to evaluate a potential tra nsa ction with ABP subject to completion of its due diligence on ALR Weeks of Jan. 16 and Jan. 23, 2023 ALR management provided detailed information on ALR’s tax attributes as well as further information to support the financial due diligence conducted on behalf of the Special Committee Jan. 26, 2023 Mitzvah Capital LLC sent an unsolicited proposal to ALR indicating its desire to acquire ALR ‒ Letter lacked support for proposed offer price per share, level of committed funding sources, due diligence undertaken to dat e a nd level of expertise in public company transactions Feb. 1, 2023 Special Committee determined that the proposal from Mitzvah Capital LLC was not creditable ‒ Separately, the Special Committee articulated the desire to ask ABP to (a) increase its proposal and (b) drop the termination fe e In subsequent discussions, ABP proposed a revised offer of $1.20 per ALR share and agreed to drop the termination fee Feb. 2, 2023 Management provided further due diligence information around the year - end 2022 balance sheet position and share count ‒ Based upon review of such information the Special Committee decided to discuss those findings and its implications with ABP ‒ ABP subsequently agreed to increase its proposed offer price to $1.31 per ALR share 3

$0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 12/1/22 12/8/22 12/15/22 12/22/22 12/29/22 1/5/23 1/12/23 1/19/23 1/26/23 2/2/23 ALR Share Price Development Over Time Source: FactSet as of 02/02/2023. January 9, 2023: Revised ABP Proposal of $1.10 December 22, 2022: Initial ABP Proposal of $0.95 February 1, 2023: Revised ABP Proposal of $1.20 $0.81 January 26, 2023: Unsolicited Proposal by Mitzvah Capital ALR Share Price and Daily Trading Volume Daily Trading Volume (in 000s): 1,200 1,000 800 600 400 200 0 Share Price Daily Trading Volume (000s) February 2, 2023: Revised ABP Proposal of $1.31 4

Structure Acquisition by ABP of AlerisLife through a tender offer by a wholly owned subsidiary of ABP Acquisitions LLC (“Parent” and, such subsidiary, “Purchaser”) for all outstanding shares of AlerisLife common stock not owned directly or indirectly by Parent, Purchaser and certain other persons (the “Tender Offer”), followed by the merger of Purchaser with and into AlerisLife , with AlerisLife continuing as the surviving corporation (the “Merger” and, taken together with the Tender Offer as an integrated transaction, the ”Transaction” ) − As of September 30, 2022, ABP owned approximately 5.5% of outstanding shares of AlerisLife common stock (1) Consideration $1.20 per share of AlerisLife common stock payable in the Transaction, to be funded with cash on hand − Implies $40.2mm AlerisLife equity market capitalization Deal Protection No - shop obligation, subject to ability of AlerisLife Board or Special Committee to make an adverse recommendation change or terminate the merger agreement in connection with a superior proposal or make an adverse recommendation change in connection with an intervening event (unrelated to an acquisition proposal), in each case, after affording Parent matching rights Certain Closing Conditions Tender of shares of Aleris common stock that, together with such shares owned by any person that directly or indirectly owns the outstanding equity interests of Purchaser, or any wholly owned subsidiary of Parent, represents at least a majority of the th en - outstanding shares of AlerisLife common stock at the Tender Offer expiration time No AlerisLife material adverse effect Receipt of DHC consent (required pursuant to master management agreement with AlerisLife and also containing an agreement by DHC to tender its shares of AlerisLife common stock into the Tender Offer and the right of DHC to purchase, prior to December 31, 2023, shares of the surviving corporation equal to the number of shares of AlerisLife common stock held by DHC immediately prior to the Tender Offer acceptance time based on the $1.20 per share consideration) and MidCap consent (required pursuant to a credit and security agreement with AlerisLife and related documents) Consummation of the Tender Offer (in the case of the Merger) Certain Termination Rights By AlerisLife or Parent if ( i ) Tender Offer acceptance time has not occurred by 11:59 p.m., Eastern time, on a specified date or (ii) final and non - appealable legal restraint is imposed prohibiting consummation of the Tender Offer By Parent if ( i ) AlerisLife Board or Special Committee makes an adverse recommendation change, (ii) AlerisLife breaches merger agreement giving rise to a condition failure or (iii) the Tender Offer expires without acceptance for payment of shares of AlerisLife pursuant to the Tender Offer when all offer conditions have been satisfied or waived (other than the minimum acceptance condition) By AlerisLife ( i ) to accept a superior proposal, (ii) if Parent breaches merger agreement giving rise to a condition failure or (iii) if Purc has er fails to accept for payment all shares of AlerisLife common stock tendered pursuant to the Tender Offer Expense Reimbursement Expense reimbursement of up to $750,000 if merger agreement is terminated ( i ) in connection with an adverse recommendation change or to accept a superior proposal or (ii) (A) because the Tender Offer fails to close by the outside date, AlerisLife breaches merger agreement giving rise to condition failure or the Tender Offer expires without acceptance for payment of shares of AlerisLife pursuant to the Tender Offer when all offer conditions have been satisfied or waived (other than the minimum acceptance condition), (B) an acquisiti on proposal has been publicly disclosed and not withdrawn and (C) a definitive agreement in respect of an acquisition proposal is entered in to, or an acquisition proposal is consummated, within 12 months of such termination Source: Draft, dated February 1, 2023, of Agreement and Plan of Merger and ALR Management. (1) Separately, Adam Portnoy, a principal of ABP, owns 0.2% of the outstanding AlerisLife common stock and is the majority owner of RMR, which owns 0.5% of AlerisLife common stock. Summary of Selected Transaction Terms 5

2. Company Financial Projections

Senior Living Communities – Owned Portfolio Average occupancy for the owned portfolio is forecasted to increase 780 bps (Average Daily Census, “ADC,” increase of 164) in 20 23, 500 bps (ADC increase of 105) in 2024, 320 bps (ADC increase of 67) in 2025, 170 bps (ADC increase of 36) in 2026 and 60 bps (AD C increase of 13) in 2027 RevPOR is forecasted to increase 11% in 2023, 9% in 2024, 5% in 2025 and 3% in 2026 and 2027 Residential wages and benefits as a percentage of residential revenues are forecasted to decrease to 62% in 2023, 59% in 2024 an d 58% from 2025 through 2027 Decrease in wages and benefits as a percentage of revenues will be driven by the operational efficiencies and increase in occ upa ncy Other residential operating expenses as a percentage of residential revenues are forecasted to decrease to 35% in 2023, 30% i n 2 024 and 27% from 2025 through 2027 Lifestyle Services Assumptions Forecast assumes opening of 18 Ageility outpatient locations in 2023 and 9 Ageility outpatient locations in 2024 Years 2025 through 2027 assume focus on growing revenues at existing locations Revenue is forecasted to grow 1% quarterly from 2025 through 2027 Management Fees Revenue Residential management fee revenue is driven by average occupancy growth of 600 bps (ADC increase of 1,100) in 2023, 480 bps (ADC increase of 849) in 2024, 240 bps (ADC increase of 439) in 2025, 130 bps (ADC increase of 227) in 2026 and 50 bps (ADC increase of 88) in 2027 RevPOR is forecasted to increase 7% in 2023, 11% in 2024, 5% in 2025 and 3% in 2026 and 2% in 2027 Forecast assumes fee eligible capital spend of approximately $100 million each year on behalf of managed communities Forecast does not assume DHC exercises any contractual termination rights in the case that profitability at any managed commu nit y drops below a contractually defined threshold Management fee revenues does not include potential to earn 15% incentive fees on excess of portfolio EBITDA target. G&A G&A expenses forecasted as ~31% of total revenue (excl. reimbursements) in 2023E, decreasing to ~28% by 2027E G&A expenses forecasted to decrease ~16% in 2023E and increase ~3% in 2024E, ~4% in 2025E, ~3% in 2026 and ~2% in 2027E Acq . & Disp. Of Property & Equipment Acquisition and Disposition of Property and Equipment expense of $16.4mm in 2023E, $8.4mm in 2024E, and $6.0mm thereafter Net Working Capital Increase in Net Working Capital of $1.0mm in 2023E, $2.1mm in in 2024E, $0.6mm in 2025E, $0.3mm in 2026E, and $0.1mm in 2027E Source: ALR Management as of 02/02/2023. Selected Assumptions Underlying Financial Projections for ALR 6

3Q 2022 '23E - '27E ($ in millions) 2020A 2021A LTM 2022E 2023E 2024E 2025E 2026E 2027E CAGR Lifestyle Services Revenue $82.0 $68.0 $59.0 $58.9 $60.2 $63.2 $67.0 $68.3 $69.7 3.7% Residential Revenue 77.0 64.6 63.9 67.5 82.4 95.4 103.8 108.7 112.5 8.1 Residential Management Fee Revenue 62.9 47.5 36.9 37.0 41.6 48.3 51.6 53.7 55.0 7.2 Incentive Fees -- -- -- -- -- -- -- -- -- -- Other Operating Income 3.4 7.8 0.0 0.0 -- -- -- -- -- -- Total Revenue (Excl. Reimbursements) $225.4 $187.9 $159.7 $163.3 $184.2 $206.9 $222.3 $230.7 $237.2 6.5% (YoY % Growth) 12.3% 7.5% 3.8% 2.8% Reimbursed Costs Incurred on Behalf of Managed Communities $916.2 $722.9 $533.5 $534.7 $570.6 $631.3 $631.9 $638.4 $656.3 3.6% Other Reimbursed Expenses 25.6 31.6 14.7 14.8 16.5 17.2 17.4 17.9 18.3 2.6 Total Revenue $1,167.2 $942.4 $708.0 $712.9 $771.3 $855.4 $871.7 $886.9 $911.8 4.3% (YoY % Growth) 10.9% 1.9% 1.8% 2.8% Lifestyle Service Expenses ($66.3) ($59.3) ($56.0) ($56.7) ($58.9) ($61.3) ($65.3) ($66.6) ($68.0) 3.6% Residential Living Wages and Benefits (41.8) (39.0) (36.5) (39.2) (50.9) (56.7) (60.4) (63.1) (64.9) 6.3 Other Residential Operating Expenses (27.5) (30.3) (26.0) (24.5) (28.5) (28.3) (28.1) (29.4) (30.7) 1.8 Rent Expense (1.3) -- -- -- -- -- -- -- -- -- General and Administrative Expenses (86.9) (86.0) (72.0) (69.1) (58.0) (59.7) (62.3) (63.9) (65.4) 3.0 Restructuring Expenses (0.3) (18.9) (4.3) (3.0) (0.1) -- -- -- -- -- Cash Expenses (Excl. Reimbursed Costs) ($224.1) ($233.5) ($194.7) ($192.4) ($196.4) ($206.1) ($216.2) ($223.0) ($229.0) 3.9% (YoY % Growth) 4.9% 4.9% 3.1% 2.7% Reimbursed Costs Incurred on Behalf of Managed Communities ($916.2) ($722.9) ($533.5) ($534.7) ($570.6) ($631.3) ($631.9) ($638.4) ($656.3) 3.6% Total Cash Expenses ($1,140.2) ($956.4) ($728.3) ($727.1) ($767.0) ($837.4) ($848.1) ($861.3) ($885.2) 3.7% (YoY % Growth) 9.2% 1.3% 1.6% 2.8% Other Adjustments(2) ($22.0) ($2.5) ($1.4) ($1.4) -- -- -- -- -- EBITDA $4.9 ($16.5) ($21.6) ($15.6) $4.3 $18.0 $23.6 $25.6 $26.5 57.3% (EBITDA Margin %) 2.2% (8.8%) (13.5%) (9.5%) 2.4% 8.7% 10.6% 11.1% 11.2% Depreciation and Amortization ($11.0) ($11.9) ($12.5) ($13.0) ($15.0) ($15.5) ($15.5) ($16.7) ($17.9) EBIT ($6.1) ($28.4) ($34.1) ($28.6) ($10.7) $2.5 $8.0 $8.9 $8.6 29.4% Interest and Other Expense (1.6) (1.7) (4.1) (5.3) (6.3) (7.2) (7.5) (7.4) (6.8) Interest, Dividend and Other Income 0.8 0.4 0.5 0.4 -- -- -- -- -- Profit Before Tax ($6.9) ($29.7) ($37.6) ($33.4) ($17.0) ($4.6) $0.5 $1.5 $1.8 20.5% Memo: Acquisition and Disposition of Property and Equipment, net $16.4 $8.4 $6.0 $6.0 $6.0 Change in Net Working Capital 1.0 2.1 0.6 0.3 0.1 Stock Based Compensation Expense 2.0 2.0 2.0 2.0 2.0 Projections ALR Financial Projections Source: ALR Management as of 02/02/2023. Note: “ -- ” denotes not applicable. (1) Includes three quarters of actuals and one quarter of projections. (2) Other Adjustments includes Loss on Termination of Leases, Unrealized Gain on Equity Investments, Realized Gain (Loss) on Sale of Debt Equity Investments (net of tax), and Equity in Earnings (Losses) of an Investee. (3) Included in General & Administrative Expenses. (1) (3) 7

($ in millions) 2021A 2022E 2023E 2024E 2025E 2026E 2027E Profit Before Tax ($29.7) ($33.4) ($17.0) ($4.6) $0.5 $1.5 $1.8 Total Book to Tax Adjustments (1) ($2.6) $11.9 $9.3 $8.5 $7.2 $6.8 $6.5 Taxable Income (Loss) before NOL Utilization ($32.3) ($21.6) ($7.7) $3.9 $7.7 $8.3 $8.3 Net Operating Loss Deduction (2) -- -- -- ($3.1) ($6.2) ($6.7) ($6.7) Estimated Tax Rate (3) 26% 26% 26% 26% 26% 26% 26% Estimated Tax Amount -- -- -- $0.2 $0.4 $0.4 $0.4 Memo: NOLs at Year End $120.9 $142.5 $150.1 $147.0 $140.8 $134.2 $127.5 ALR Estimated Federal Taxable Income Summary Source: ALR Management as of 02/02/2023. (1) Comprised primarily of adjustments related to tax depreciation, business interest expense, gains/losses on asset sales and un rea lized gains/losses on investments. (2) Post TCJA (Tax Cuts and Jobs Act) losses, limited to 80% of taxable income. (3) Marginal tax rate of 26% based on 21% federal income tax rate and 5% state income tax as per ALR Management. (4) Includes $5.8mm of federal NOLs generated prior to the change - of - control restructuring in early 2020, restricting those NOLs to a utilization rate. (4) 8

3. Financial Analysis

Methodology Implied Per Share Equity Value Reference Range Implied Firm Value ($mm) Commentary Discounted Cash Flow Analysis Unlevered DCF (Incl. and Excl. NOL Utilization) $57.7 - $84.0 ● WACC range of 17.7% - 19.8% ● Terminal year perpetuity growth rate range of 1.0% to 3.0% Selected Precedent Transactions Analysis EV / NTM EBITDA $58.0 - $70.9 ● Selected multiples range of 9.2x - 11.2x and ALR mgmt. 2023E EBITDA of $6.3mm Select Public Companies (4) EV / 2023E EBITDA $69.2 - $95.1 ● Selected multiples range of 10.9x - 15.0x and ALR mgmt. 2023E EBITDA of $6.3mm Selected 13E-3 Precedent Transactions Offer Premium to Unaffected Share Price $53.7 - $63.4 ● Based on 25th to 75th percentile offer premium range of 8.2% to 43.9% and ALR unaffected closing share price of $0.81 on 02/02/2023 1-Year High/Low $42.8 - $123.4 6-Month High/Low $42.8 - $81.6 3-Month High/Low $42.8 - $56.2 Offer Price: $1.31 Market Statistics For Informational Purposes $0.55 $0.55 $0.55 $0.88 $1.34 $1.00 $1.00 $0.95 $1.71 $2.96 $1.17 $2.11 $1.39 $1.54 $1.19 $1.78 Range Excl. NOL Utilization Range Incl. NOL Utilization ALR Financial Analysis Summary Source: ALR Management, press releases, Wall Street Research and FactSet as of 02 /02/2023. (1) Shown for informational purposes. Implied firm value calculated using YE 2022 net debt balance of $24.4mm and fully diluted shares outstanding of 33.5mm as of 02/02/2023 as provided by ALR management. (2) Based on Implied Per Share Equity Value range of $1.00 to $1.78. (3) Represents ALR Adj. EBITDA not burdened by $2.0mm annual Stock - Based Compensation expense. (4) Selected public companies include BKD, SNDA, ENSG and PNTG. (1) (3) (3) (2) 9

Terminal 2023E 2024E 2025E 2026E 2027E Year Total Revenue (Excl. Reimbursements) $184.2 $206.9 $222.3 $230.7 $237.2 EBITDA $4.3 $18.0 $23.6 $25.6 $26.5 % Growth 315.7% 30.8% 8.6% 3.7% (-) Depreciation and Amortization (15.0) (15.5) (15.5) (16.7) (17.9) EBIT ($10.7) $2.5 $8.0 $8.9 $8.6 (-) Income Taxes (2) -- (0.7) (2.1) (2.3) (2.2) NOPAT ($10.7) $1.9 $6.0 $6.6 $6.4 (+) Depreciation and Amortization 15.0 15.5 15.5 16.7 17.9 (-) Acq. & Disp. of Property & Equipment, net (16.4) (8.4) (6.0) (6.0) (6.0) (-) Increase in Net Working Capital (1.0) (2.1) (0.6) (0.3) (0.1) Unlevered Free Cash Flow ($13.0) $6.8 $14.9 $17.0 $18.1 $18.5 % Growth NA 117.3% 14.2% 6.8% 2.0% Period Ending December 31 (@ WACC of 18.8% and Perpetuity Growth Rate of 2.0%) Unlevered Free Cash Flows (2023E - 27E) $43.9 PV of Unlevered Free Cash Flows $19.0 Terminal Year FCF 18.5 Terminal Year Value 110.4 Discount Factor 0.42x PV of Terminal Value $46.7 Implied Enterprise Value $65.7 (-) Net Debt (24.4) Implied Equity Value $41.4 Fully Diluted Share Count 33.5 Implied Equity Value Per Share $1.24 Discounted Cash Flow Analysis Source: AlerisLife Management as of 02/02/2023. Note: AlerisLife YE 2022 capitalization per ALR management as of February 2023. ALR’s net debt balance of $24.4mm excludes cash held by ALR’s ca ptive insurance entity per ALR management. (1) ALR EBITDA burdened by annual Stock - Based Compensation expense of $2.0mm, included in General & Administrative expense. (2) Marginal tax rate of 26% based on 21% federal income tax rate and 5% state income tax. Analysis assumes no further tax attrib ute s utilized during forecast period. Terminal year perpetuity growth rate of 1.0% to 3.0% Cash flows discounted to 12/31/2022 using discount rate range of 17.7% to 19.8% Excludes any tax attributes Implied Enterprise Value Sensitivity Assumptions Implied Equity Value Per Share $1.24 1.0% 2.0% 3.0% 17.7% $1.31 $1.42 $1.54 18.8% 1.14 1.24 1.34 19.8% 1.00 1.07 1.16 Discount Rate Perpetuity Growth Rate (1) 10

($ in millions) 2021A 2022B 2023E 2024E 2025E 2026E 2027E 2028F 2029F 2030F 2031F 2032F 2033F 2034F 2035F 2036F 2037F 2038F 2039F 2040F 2041F 2042F 2043F 2044F Profit Before Tax ($29.7) ($33.4) ($17.0) ($4.6) $0.5 $1.5 $1.8 Total Book to Tax Adjustments (1) ($2.6) $11.9 $9.3 $8.5 $7.2 $6.8 $6.5 Taxable Income (Loss) before NOL Utilization ($32.3) ($21.6) ($7.7) $3.9 $7.7 $8.3 $8.3 NOL Utilization (2) -- -- -- ($3.1) ($6.2) ($6.7) ($6.7) ($6.8) ($6.9) ($7.1) ($7.2) ($7.3) ($7.5) ($7.6) ($7.8) ($8.0) ($8.1) ($8.3) ($8.4) ($8.6) ($8.8) ($9.0) ($9.1) ($1.0) Annual Growth (%) 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% Implied Savings from NOLs -- $0.8 $1.6 $1.7 $1.7 $1.8 $1.8 $1.8 $1.9 $1.9 $1.9 $2.0 $2.0 $2.1 $2.1 $2.2 $2.2 $2.2 $2.3 $2.3 $2.4 $0.3 Memo: Federal NOLs (EOY) $120.9 $142.5 $150.1 $147.0 $140.8 $134.2 $127.5 $120.7 $113.8 $106.8 $99.6 $92.2 $84.7 $77.1 $69.3 $61.3 $53.2 $44.9 $36.5 $27.9 $19.1 $10.1 $1.0 -- ALR Management Forecast Extrapolated Forecast Discounted Cash Flow Analysis of Tax Attributes NOL utilization during forecast period as projected by management; post forecast period perpetuity growth rate of 1.0% to 3.0 % Savings from NOLs are discounted to 12/31/2022 using discount rate range of 17.7% to 19.8% Assumptions Source: AlerisLife Management as of 02/02/2023. (1) Comprised primarily of adjustments related to tax depreciation, business interest expense, gains/losses on asset sales and un rea lized gains/losses on investments. (2) Post TCJA losses, limited to 80% of taxable income. (3) Includes $5.8mm of Federal NOLs generated prior to the change - of - control restructuring in early 2020, restricting those NOLs to a utilization rate. Implied Savings From NOLs Sensitivity Implied NOL Savings Per Share $0.22 1.0% 2.0% 3.0% 17.7% $0.23 $0.23 $0.24 18.8% 0.21 0.22 0.22 19.8% 0.20 0.20 0.21 Perpetuity Growth Rate of NOL Utilization Discount Rate (3) 11

Announcement Acquiror Target Primary Business Date Deal Value ($mm) EV / NTM EBITDA EV / LTM EBITDA Cogir Management Cadence Living Senior Living Nov-22 NA NA NA U.S. Physical Therapy, Inc. 14-Clinic Physical Therapy Practice Physical Therapy Nov-22 $32 NA NA Lee Equity Partners / Coastwood Senior Housing Partners Discovery Senior Living Senior Living Oct-22 NA NA NA Conversant Capital LLC Sonida Senior Living Senior Living Oct-21 $155 10.3x 6.5x Atria Senior Living Holiday Retirement Senior Living Jun-21 NA NA NA RCCH HealthCare Partners LifePoint Health, Inc. Inpatient / Outpatient / Post-Acute Services Jul-18 $5,600 NA 8.5x KKR Envision Healthcare Corporation Post-Acute Care Jun-18 $9,900 10.1x 10.9x ProMedica / Welltower HCR ManorCare Post-Acute Services / Long-Term Care Apr-18 $5,749 NA 16.8x Humana, Inc.; TPG Capital and Welsh, Carson, Anderson & Stowe Kindred Healthcare, Inc. Post-Acute & Rehabilitation Services Dec-17 $4,100 NA 10.0x Kindred Healthcare, Inc. Gentiva Health Services, Inc. Post-Acute & Rehabilitation Services Feb-15 $1,800 NA 9.3x Genesis Healthcare, LLC Skilled Healthcare Group, Inc. Skilled Nursing Aug-14 NA NA 9.8x Brookdale Emeritus Corporation Senior Living Jul-14 $1,400 NA 14.1x Gentiva Health Services, Inc. Harden Healthcare Holdings, Inc. Post-Acute & Rehabilitation Services Sep-13 $409 NA 11.1x High 10.3x Mean 10.2 Median 10.2 Low 10.1 AlerisLife 2023E EBITDA Low (6) High (6) Low High AlerisLife Implied Firm Value $6.3 9.2x 11.2x $58.0 $70.9 (-) Net Debt (24.4) (24.4) Implied Equity Value $33.6 $46.5 FDSO 33.5 33.5 AlerisLife Implied Equity Value Per Share $1.00 $1.39 EV / NTM EBITDA Implied Equity Value Per Share Selected Precedent Transactions Analysis Healthcare Operator Transactions ($ in millions) Source: AlerisLife Management, press releases, public filings, Wall Street research and S&P Capital IQ as of 02/02/2023. Note: “NA” denotes not publicly available. Metrics other than EV / NTM EBITDA shown for informational purposes. (1) In October 2021, Sonida Senior Living (f/k/a Capital Senior Living) announced that it had entered into an Amended and Restated Investment Agreement w it h affiliates of Conversant Capital LLC whereby it would raise a total of $154.8mm through various financing transactions with Conversant. (2) Represents NTM EBITDA based on actual Q4 2021 - Q3 2022 Adj. EBITDA of $15.1mm, as reported by Sonida Senior Living. Adj. EBITDA not burdened by Stock - Based Compensation expense. No EBITDA projections available for Sonida since 2019. NTM EBITDA multiple calculated as transaction value of $155mm divided by NTM EBITDA of $15.1mm. LTM EBITDA multip le calculated as $155mm divided by Q4 2020 - Q3 2021 reported Adj. EBITDA of $24mm. (3) In June 2022, Atria Senior Living acquired the management services business of Holiday Retirement for an undisclosed price, w hil e Welltower purchased the 86 properties that Holiday owned and self - managed for $1.58bn. (4) Represents NTM EBITDA based on transaction v alue of $9.9bn and NTM EBITDA multiple of 10.1x, as disclosed in public filings. LTM EBITDA multiple of 10.9x as disclosed in publ ic filings. (5) Represents ALR Adj. EBITDA not burdened by $2.0mm annual Stock - Based Compensation expense. (6) EV / NTM EBITDA range based on +/ - 10% of median NTM EBITDA multiple of 10.2x. (3) (2) (1) (5) (4) (2) (2) (4) (4) For informational purposes: 12

Appendix (For Informational Purposes)

Share Price Fully Diluted Company as of 02/02/23 Market Cap Firm Value EV / 2023E Revenue EV / 2023E EBITDA 2023E EBITDA Margin Brookdale Senior Living Inc. $2.87 $537.4 $3,996.1 1.3x 15.0x 8.9% Sonida Senior Living, Inc. 13.64 91.0 772.3 NA NA NA Ensign Group, inc. 93.98 5,260.3 5,098.1 1.5 11.9 12.7 The Pennant Group, Inc. 12.76 378.7 437.7 0.9 10.9 8.1 High 1.5x 15.0x 12.7% Mean 1.2 12.6 9.9 Median 1.3 11.9 8.9 Low 0.9 10.9 8.1 For informational purposes: AlerisLife Inc. $0.81 $27.1 $51.5 0.3x 8.1x 2.4x AlerisLife 2023E Adj. EBITDA Low (x) High (x) Low High AlerisLife Implied Firm Value $6.3 10.9x 15.0x $69.2 $95.1 (-) Net Debt (24.4) (24.4) Implied Equity Value $44.9 $70.7 FDSO 33.5 33.5 AlerisLife Implied Equity Value Per Share (EV / 2023E EBITDA) $1.34 $2.11 EV / 2023E Adj. EBITDA (x) Implied Equity Value Per Share Selected Public Companies Source: AlerisLife Management, public filings, and FactSet as of 02 /02/2023. Note: ALR YE 2022 capitalization and projections per ALR management as of February 2023. Financials and projections per p ubl ic filings and FactSet for selected companies. Metrics other than EV / 2023E EBITDA shown for informational purposes. “NA” denotes not publicly available. (1) Based on ALR Management forecast. (2) Represents ALR Adj. EBITDA not burdened by $2.0mm annual Stock - Based Compensation expense. ($ in millions, expect per share values) (2) (1) (2) 13

Primary Business Senior Living / Rehabilitation Senior Living Senior Living Post-Acute Care Home Health / Hospice / Senior Living Geographic Diversity 30 States 41 States 18 States 22 States 14 States Facility Types 140 Senior Living Communities / 203 Outpatient Locations / 8 Inpatient Clinics 672 Senior Living Communities 76 Senior Living Communities 206 Central Locations 94 HH&H Agencies / 49 Senior Living Facilities Community Mix (% of Total Communities) Business Mix Business Mix (% of 3Q22 Revenue) Enterprise Value $51 $3,996 $772 $5,098 $438 Market Capitalization 27 537 91 5,260 379 Net Debt / LTM EBITDA NM 13.4x NM NM 3.2x Price / 2023E EPS NM NM NM 20.1 17.5 Revenue Growth 2023E - 2024E 12.3% 7.7% NA 7.5% 6.7% 2023E EBITDA $4.3 $266.2 NA $428.4 $40.0 2024E EBITDA 18.0 329.7 NA 468.6 43.9 2025E EBITDA 23.6 NA NA 511.1 49.7 EBITDA Growth 2023E - 2024E 315.7% 23.8% NA 9.4% 9.6% EBITDA Growth 2024E - 2025E 30.8 NA NA 9.1 13.4 Portfolio Selected Financial Metrics Profitability & Growth Outlook 4% 94% 2% 65% 35% 100% 100% 28% 38% 34% 14% 86% 45% 51% 4% 82% 18% 73% 27% 100% Selected Public Healthcare Operators ($ in millions) Source: Public filings as of 09/30/2022 and FactSet as of 02/02/2023. Note: ALR financial information per ALR management. “NA” denotes not publicly available. (1) Pennant’s subsidiaries lease and operate but do not own the underlying real estate of the operations. Pennant does not own an y o perating assets. (2) ~1% of Facility - Based Services comes from the Windsong Home Health brand. (3) “Other” for Ensign includes real estate under Standard Bearer that is leased to skilled nursing and senior living operators. (4) YE capitalization per ALR management. YE estimated net debt balance of $24.4mm excludes cash held by ALR’s captive insurance ent ity per ALR management. (4) Senior Living Home Care Facility - Based Services Hospice Other (3) (4) Owned Managed Leased (1) (2) 14

ALR Unaffacted Share Price Low (4) High (4) Low High AlerisLife Implied Equity Value Per Share $0.81 8.2% 43.9% $0.88 $1.17 Implied Equity Value Per SharePremium to Unaffacted Share Price Ann. Existing Deal Value Date Acquiror Target % Cash % Stock Own. (%) ($mm) Initial Final Unaffected 1-Day 1-Month # Total (%) Avg. (%) 5/25/2022 Axar Capital Management LP StoneMor Inc 100% -- 72% $428 $3.50 $3.50 54% 52% 40% -- --% --% 8/30/2021 Geneve Holdings Inc Independence Holding Co 100 -- 63 313 50.00 57.00 14 36 27 1 14 14 7/2/2021 Banco Santander, S.A. Santander Consumer USA Holdings Inc 100 -- 80 2,512 39.00 41.50 14 14 7 1 6 6 11/12/2020 Sumitovant Biopharma Ltd Urovant Sciences Ltd 100 -- 72 169 16.25 16.25 96 105 81 -- -- -- 9/4/2020 Farm Bureau Property & Casualty FBL Financial Group Inc 100 -- 61 587 47.00 61.00 25 64 77 2 30 15 8/31/2020 Ionis Pharmaceuticals Akcea Therapeutics Inc 100 -- 76 445 15.50 18.15 (1) 59 67 4 17 4 8/19/2020 Dufry AG Hudson Ltd 100 -- 57 303 6.25 7.70 50 46 89 2 23 12 11/27/2019 KYOCERA Corp AVX Corp 100 -- 72 1,031 19.50 21.75 45 45 34 3 12 4 4/23/2019 Sonic Financial Corp Speedway Motorsports Inc 100 -- 72 900 18.00 19.75 42 44 41 2 10 5 3/4/2019 BBX Capital Corp Bluegreen Vacations Corp 100 -- 90 115 16.00 16.00 2 19 16 -- -- -- 11/16/2018 Employers Mutual Casualty Co EMC Insurance Group Inc 100 -- 54 356 30.00 36.00 15 50 50 2 20 10 11/9/2018 NASCAR Media Group LLC International Speedway Corp 100 -- 84 1,167 42.00 45.00 15 14 22 5 7 1 6/19/2018 Roche Holding AG Foundation Medicine Inc 100 -- 57 2,261 133.00 137.00 0 29 69 3 3 1 1/9/2018 Michael Karfunkel Family 2005 Trust Amtrust Financial Services Inc 100 -- 51 1,447 12.25 14.75 45 45 46 3 20 7 3/9/2016 Hallmark Cards Inc Crown Media Holdings Inc 100 -- 90 176 5.05 5.05 (1) 2 18 -- 0 -- 3/7/2016 American Financial Group Inc National Interstate Corp 100 -- 51 312 30.00 32.50 10 44 40 3 8 3 2/29/2016 Icahn Enterprises L.P Federal-Mogul Holdings Corporation 100 -- 82 305 7.00 10.00 38 101 110 5 43 9 1/15/2016 Existing Management Synutra International Inc 100 -- 64 128 5.91 6.05 25 58 25 1 2 2 2/5/2014 Great American Insurance Group National Interstate Corporation 100 -- 52 290 28.00 30.00 3 35 30 1 7 7 2/19/2013 Chiesi Farmaceutici SpA Cornerstone Therapeutics Inc 100 -- 58 112 6.55 9.50 39 73 70 3 45 15 12/13/2012 Sprint Nextel Corp Clearwire Corp 100 -- 50 3,330 2.60 5.00 58 82 125 5 92 18 11/28/2012 Danfoss A/S Sauer-Danfoss Inc 100 -- 76 693 49.00 58.50 11 49 49 4 19 5 11/14/2011 BFC Financial Corp Bluegreen Corp 100 -- 54 157 5.70 10.00 390 381 403 3 75 25 11/1/2010 CNA Financial Corporation CNA Surety Corporation 100 -- 62 478 22.00 26.55 15 38 47 4 21 5 8/26/2010 Berkshire Hathaway Inc Wesco Financial Corp. 100 -- 80 545 353.00 390.54 8 20 14 1 11 11 12/22/2009 Danfoss Acquisition Inc. Sauer-Danfoss Inc. 100 -- 76 156 10.10 14.00 21 53 54 1 39 39 9/9/2009 Tilman J. Fertitta Landry's Restaurants Inc. 100 -- 55 178 13.00 24.50 120 126 158 8 88 11 1/18/2005 Liberty Media UnitedGlobalCom Inc. 20 80 53 3,618 9.34 9.45 13 11 24 3 1 0 3/18/2002 Network Associates Inc. McAfee.com Corp. 52 48 75 230 7.43 15.43 (21) (1) (5) 6 108 18 8/30/2000 AXA SA AXA Financial Inc. 65 35 60 11,189 49.44 54.63 4 5 43 2 10 5 75th Percentile 44% 59% 70% 4 28% 13% Average 38 57 62 3 24 9 Median 15 45 44 3 13 7 25th Percentile 8 22 25 1 7 4 For informational purposes: Pending ABP Trust AlerisLife Inc. 100% -- 39% $68 $0.95 $1.31 62% 64% 138% 4 38% 9% Consideration Price Per Share Premium (2) Price Increases Selected 13E - 3 Precedent Transactions Source: Deal Point Data, FactSet and public filings as of 02/02/2023. Note: Selected announced transactions from January 1, 2000, to August 5, 2022, where acquiror with >50% existing ownership stake in a U.S. public company target acquired the remaining stake it did not already own in the target company. Excludes transactions with 100% cash consideration announced prior to January 1, 2010. Metrics other than unaffected premium shown for informational purposes. (1) Excludes transactions where target company operates in energy, metals & mining or chemicals industry. (2) Based on final price and target company stock price one - day and one - month prior to unaffected date. (3) Includes shares held by DHC subject to the terms of a separate agreement between DHC and ABP (see “Certain Closing Conditions” on slide 5). (4) Premium to unaffected share price range based on 25 th to 75 th percentile of selected precedent transactions. All Industries excl. Energy (1) (3) 15

WACC Calculation Inputs Target Capital Structure (Net Debt / Total Capital) (1) : 20.0– 10.0% After-Tax Cost of Debt: 4.9% Expected Long-Term Yield (2) : 6.6% – Current Statutory Marginal Tax Rate: 26.0% Cost of Equity: 6.5% Equity Market Risk Premium 20.9– 20.6% 7.5% Equity Market Risk Premium 21.9– 21.5% Risk-Free Rate (20-Year CMT Bond): 3.7% Assumed Equity Market Risk Premium - low: 6.5% Assumed Equity Market Risk Premium - high: 7.5% Relevered Equity Beta: 0.94– 0.88 – Unlevered Asset Beta: 0.84 – Implied Net Debt / Equity Ratio: 25.0– 11.1% Small Cap Risk Premium: 11.2% High Yield Issuer? (Y / N) Y Weighted Average Cost of Capital: 17.7– 19.8% 6.5% Equity Market Risk Premium 17.7– 19.0% 7.5% Equity Market Risk Premium 18.5– 19.8% The low-end of the WACC is based upon the low-end of the equity market risk premium (6.5%) and the high-end of the net debt / total capital ratio. The high-end is based on the high-end of the equity market risk premium (7.5%) and the low-end of the capital structure. Cost of Net Debt-Related Metrics 0 Capital Structure Value of Market Value Net Debt / Total Current Statutory Long Term Net Debt of Equity Capital Ratio Marginal Tax Rate Yield (2) AlerisLife $24 $27 47.3% 26.0% 6.6% Cost of Equity-Related Metrics Adjusted Beta Equity Beta Estimation High Debt Unlevering Unlevered (Bloomberg) Period (Yrs) Yield Issuer Beta Tax Rate Asset Beta AlerisLife 1.197 3.8 * Y 0.3 26.0 0.839 Unlevering tax rate represents a blended average tax rate based on the number of days for which different statutory marginal tax rates were in effect during the beta estimation period. WACC Calculation Source: ALR Management, public filings, Wall Street Research, Bloomberg and FactSet as of 02/02/2023. (1) Based on estimated capital structure of senior housing operators. (2) Based on High Yield BB Index as of 02/02/2023. (3) Adj. Equity Beta as of 04/02/2019 when ALR announced the restructuring of its management agreements with DHC. (3) 16

Exhibit (c)(3)

Project Newbury Strictly Private and Confidential January 6, 2023 Citi Banking, Capital Markets & Advisory | Real Estate & Lodging Discussion Materials for the Special Committee PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

Disclaimer The accompanying pages contain material provided to the Special Committee (the “Special Committee”) of the Board of Directors of AlerisLife Inc. (“Aleris”, “ALR” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving AlerisLife and ABP Trust (“ABP”), of which Adam Portnoy is a principal. The accompanying material was compiled or prepared on a confidential basis solely for the use of the Special Committee and no t with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections contained herein have been prepared or adopted by management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections wil l b e realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In prep ari ng the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi an d u pon the assurances of the management of the Company that it is not aware of any relevant information that has been omitted or tha t remains undisclosed to Citi. The accompanying material was not prepared for use by readers not as familiar with the Company as the Special Committee and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibi lit y for the accompanying material if used by persons other than the Special Committee. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Cit i a s of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying mater ial . Nothing contained herein shall be construed as legal, tax or accounting advice. 1

1. Situation Overview

Situation Overview AlerisLife Inc. (Nasdaq: “ALR”), f/k/a Five Star Senior Living Inc., operates an evolving portfolio of residential and lifestyle services for older adults Facing financial and operational difficulties, ALR began restructuring its business in 2019 by reaching an agreement with its main landlord Diversified Healthcare Trust (Nasdaq: “DHC”), f/k/a as Senior Housing Properties Trust, to restructure the business arrangement between the parties In addition to the replacement of master leases with management agreements, the agreement provided for the issuance of ALR stock to DHC (externally managed by The RMR Group LLC, a subsidiary of The RMR Group Inc. (collectively, “RMR”)), resulting in DHC becoming a 32.8% shareholder of AlerisLife Separately, ALR has a business management agreement with RMR In late 2022, ALR’s Board of Directors was made aware of ABP’s intention to acquire all of the outstanding shares of common stock of ALR that it does not already own Subsequently, on December 22, 2022, the principal of ABP conveyed a verbal all - cash offer to purchase AlerisLife for $0.95 per share Source: ALR Management, public filings, press releases and FactSet as of 01/04/2023. Note: ALR projections and 2022 YE capitalization per company management as of January 2023. “NM” denotes not meaningful. (1) At Market share price as of 01/04/2023. (2) 2022 YE cash balance of $70mm adjusted for $23mm of cash held by ALR’s captive insurance entity and not readily available for ge neral operating purposes per ALR management. (3) 2022E EBITDA i ncludes three quarters of actuals and one quarter of projections. Capitalization As of Year End 2022 (2) (1) 2 (3) PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

52% 39% 9% Northeast 19% West 14% Midwest 15% South 52% 16 SNFS 1 Campus 7 SNFs 1 Campus 3 SNFs 1 SNF 3 SNFs 2 Campuses 1 SNF 1 ALF 10 SNFs AlerisLife At A Glance Company Overview AlerisLife Inc., formerly known as Five Star Senior Living Inc., is a holding company headquartered in Newton, Massachusetts, that operates a portfolio of residential communities and lifestyle services for older adults Residential segment (formerly known as senior living) is operated through the Five Star Senior Living brand Lifestyle Services segment (formerly known as rehabilitation and wellness services) is operated primarily through Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility brands, as well as Windsong Home Health Through the Residential segment, AlerisLife owns and operates or manages 140 senior living communities located in 28 states with 19,973 living units, including 10,422 independent living apartments and 9,551 assisted living suites The company manages 120 of these senior living communities (17,889 living units) for Diversified Healthcare Trust (DHC), and own s 20 of these senior living communities (2,084 living units) Geographies Served Portfolio Breakdown Top 10 States By Units Other States Ageility State Source: ALR Management, public filings and FactSet. Portfolio data per 3Q 2022 Form 10 - Q filing. (1) Based on 2021A revenue per 2021 Form 10 - K filing. (2) Based on 3Q 2022 revenue per Company management. (3) Residential segment breakdown based on unit counts per 3Q 2022 Form 10 - Q filing. Lifestyle Services 35% Residential 42% Residential Mgmt Fees 23% Independent Living & Active Adult (3) Assisted Living (3) Memory Care (3) Revenue by Geography (1) Revenue by Business Segment (2) 65% Senior Living 3 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

E xternally Managed Business Management Agreement 61% 0.5% 32.8% 0.2% ABP Trust Private Public Shareholders 51.2% (majority owned) (1) The RMR Group Inc. Public (Nasdaq: “RMR”) (MD - incorporated) Diversified Healthcare REIT Public (Nasdaq: “DHC”) (MD - incorporated) 5.5% AlerisLife Inc. Public (Nasdaq: “ALR”) (MD - incorporated) Adam Portnoy & Family Overview of Parties Involved Ownership & Organization of ALR Source: ALR Management and public filings as of 01/04/2023. (1) Per RMR Form 10 - K for the fiscal year ended 09/30/2022. 4 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

Acquiror / Offeror ABP Trust Scope of Proposal Acquisition of all shares outstanding and not already owned by ABP - As of September 30, 2022, ABP owned 5.5% of outstanding AlerisLife common stock (1) Consideration $0.95 per AlerisLife common stock share - Implies $32.6mm equity market capitalization for AlerisLife Form of Consideration All Cash Proposed Format/Structure of Contemplated Transaction Tender offer (no conditions of offer specified) subject to execution of a merger agreement Tender Conditions Not disclosed/discussed (including minimum acceptance threshold) Funding/Financing Not disclosed/discussed Other ABP stated that it has already talked with the Board of Trustees of Diversified Healthcare Trust (DHC), which indicated its willingness to enter into a tender and support agreement with ABP with respect to its 33% interest in AlerisLife (2) Both ABP and DHC have indicated that they do not intend to sell their respective stakes in AlerisLife to any other party Source: Verbal proposal conveyed by ABP on December 22, 2022 and subsequent discussions. (1) Separately, Adam Portnoy, a principal of ABP, owns 0.2% of the outstanding AlerisLife common stock and is the majority owner of RMR, which owns 0.5% of AlerisLife common stock. (2) DHC is externally managed by RMR. DHC and ABP might enter into separate side agreements for DHC to maintain a stake in AlerisLife post transaction. Per AlerisLife management, discussions have occurred between DHC and ABP regarding DHC’s potential reinvestment in AlerisLife post - transaction. Summary of Proposal 5 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

2. Healthcare Operator Landscape

Company Ownership (Inve s t m ent D ate) % Senior Living (1) # of States Regional Presence Services West Midwest South / S outheast Northeast Home Care Hospice Facility - Based / Other Senior Living (201 2 ) 100 28 ✓ ✓ ✓ ✓ ✓ Public 100 41 ✓ ✓ ✓ ✓ ✓ ✓ ✓ (2022) 100 19 ✓ ✓ ✓ ✓ ✓ Public 4 22 ✓ ✓ ✓ ✓ ✓ (2009) 100 11 ✓ ✓ ✓ ✓ ✓ Public NA 22 ✓ ✓ ✓ ✓ ✓ ✓ (2021) 100 42 ✓ ✓ ✓ ✓ ✓ (2022) 100 NA ✓ Public 28 14 ✓ ✓ ✓ ✓ ✓ ✓ ( 2018) NA 2 6 ✓ ✓ ✓ ✓ ✓ ✓ ✓ Public 100 18 ✓ ✓ ✓ ✓ ✓ ( 201 4 ) NA NA ✓ ✓ ✓ ✓ Healthcare Operator Landscape Source: Public filings, websites, press releases and FactSet as of 01/04/2023. Note: “NA” denotes not publicly available. (1) Based on % of 3Q22 revenue. (2) OTC traded with no public disclosure. Public 65 30 ✓ ✓ ✓ ✓ ✓ ✓ ✓ Public Company (2) 6 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

● Public rumors regarding a sale process in October/November 2022 ● Executed $150mm mandatory convert in November 2022 to raise funds to keep operations running - Share price dropped 43% since the announcement of the convert ● Acquired by Lee Equities and Coastwood Senior Housing Partners in October 2022 through a recapitalization ● Publicly announced difficult financial condition in the spring of 2022 ● In November 2022, Welltower announced a management transition of ~150 properties away from ProMedica ● Restructured several times in 2020 and 2021, including defaulting on several portfolios of owned properties ● Accepted ~$155mm from Conversant, effectively taking control of the company in October 2021 - Conversant investment was made at an implied share price of $25, compared to Sonida's current trading below $15 per share ● Between April 2019 and January 2020, ALR terminated its lease, management, and pooling agreements with DHC, replacing them with new management argeements ● Pursuant to the restructuring transaction, ALR issued equity to both DHC and its shareholders in consideration for DHC's assumption of ALR's working capital liabilities ● Share price has declined 89% since the announcement of the restructuring in April 2019 Recent Restructurings Among Healthcare Operators Source: Public filings and press releases as of 01/04/2023 . Public Public Public Private Private Denotes where current market values are below current investor entry prices 7 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

ALR Key Events Timeline & Financial Performance Sept. 16, 2019 - Board approves 1:10 reverse stock split to regain compliance with Nasdaq Source: ALR Management, public filings, press releases and FactSet as of 01 /04/2023. (1) Historical EBITDA figures provided by ALR management. (2) Defined as cash flow from operating activities less cash flow from investing activities, as provided by ALR management. 2019 2023 2022 2021 2020 Jan. 26, 2022 - Five Star Living (FVE) rebrands to “ AlerisLife ,” trading on Nasdaq under “ALR” The rebrand aligns with the company’s recent restructuring and its growing Ageility rehabilitation / fitness offerings for younger “choice - based” consumers ALR Share Price Past 4 Years $0.63 $9.66 $3.09 $1.71 $1.00 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 Jan-19 May-19 Oct-19 Mar-20 Aug-20 Jan-21 May-21 Oct-21 Mar-22 Aug-22 Jan-23 1 - Year High 6 - Month High 3 - Month High Current High Low Avg. 1-Year $3.09 $0.55 $1.55 6-Month 1.71 0.55 0.98 3-Month 1.00 0.55 0.82 (2) (1) April 2, 2019 – ALR enters into 15 - year management agreement to modify its existing business arrangements with SNH (now DHC) April 9, 2021 – ALR announces a new strategic plan to reposition its senior living management business with a focus on independent living, assisted living, and memory care, as well as to exit the skilled nursing business April 30, 2022 – Katie Potter resigns as CEO of AlerisLife ($ in millions) 2019A 2020A 2021A 3Q 2022 LTM EBITDA ($2.0) $4.9 ($16.5) ($21.6) Cash Flow Ops. Less Invest (67.1) 49.1 0.1 (45.2) 8 June 28, 2022 – Healthcare consultant concludes an operational review and makes recommendations to the Board Jeff Leer, former CFO, is appointed President and CEO Restructuring Announcement PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

Primary Business Senior Living / Rehabilitation Senior Living Senior Living Post-Acute Care Home Health / Hospice / Senior Living Geographic Diversity 30 States 41 States 18 States 22 States 14 States Facility Types 140 Senior Living Communities / 203 Outpatient Locations / 8 Inpatient Clinics 672 Senior Living Communities 76 Senior Living Communities 206 Central Locations 94 HH&H Agencies / 49 Senior Living Facilities Community Mix (% of Total Communities) Business Mix Business Mix (% of 3Q22 Revenue) Enterprise Value $48 $3,979 $769 $5,217 $391 Market Capitalization 21 521 88 5,367 332 Net Debt / LTM EBITDA NM 13.4x NM NM 3.2x Price / 2023E EPS NM NM NM 20.6 15.3 3Q22 LTM Revenue $160 $2,759 $237 $2,823 $460 3Q22 LTM Gross Profit Margin (21.9%) 8.9% (0.3%) 12.7% 9.9% 3Q22 LTM EBITDA Margin (13.5) 9.4 2.8 9.2 3.7 2022E - 2024E Revenue CAGR 12.5 6.8 NA 9.2 7.1 2022E - 2024E EBITDA CAGR NM 17.9 NA 9.8 17.6 2022E EBITDA Margin (9.5) 8.9 NA 12.8 6.9 2022E - 2024E EPS CAGR NM NA NA 10.3 17.5 Portfolio Selected Financial Metrics Profitability & Growth Outlook 4% 94% 2% 65% 35% 100% 100% 28% 38% 34% 14% 86% 45% 51% 4% 82% 18% 73% 27% 100% Selected Public Healthcare Operators ($ in millions) Source: Public filings as of 09/30/2022 and FactSet as of 01/04/2023. Note: ALR financial information per ALR management. “NA” denotes not publicly available. (1) Pennant’s subsidiaries lease and operate but do not own the underlying real estate of the operations. Pennant does not own an y o perating assets. (2) ~1% of Facility - Based Services comes from the Windsong Home Health brand. (3) “Other” for Ensign includes real estate under Standard Bearer that is leased to skilled nursing and senior living operators. (4) 4Q’22 capitalization per ALR management. YE estimated cash balance of $70mm adjusted for $23mm of captive insurance cash per ALR management. (5) Represents total revenue excluding reimbursements for ALR per ALR management. (6) Margin statistics for ALR calculated based on total revenue excluding reimbursements per ALR management. (6) (6) (6) (5) (4) 9 Senior Living Home Care Facility - Based Services Hospice Other (3) (4) Owned Managed Leased (2) (1) PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

12.3x 9.8x 5.0x 15.0x 25.0x 35.0x 45.0x Jan-18 Jun-18 Nov-18 Apr-19 Sep-19 Feb-20 Jul-20 Dec-20 May-21 Oct-21 Mar-22 Aug-22 Jan-23 Brookdale Senior Living Ensign Group Pennant Group 13.7x (72%) (93%) 333% (45%) (200%) (100%) 0% 100% 200% 300% 400% Jan-18 Jun-18 Nov-18 Apr-19 Sep-19 Feb-20 Jul-20 Dec-20 May-21 Oct-21 Mar-22 Aug-22 Jan-23 AlerisLife Brookdale Senior Living Sonida Senior Living Ensign Group Pennant Group (96%) COVID - 19 Selected Public Healthcare Operators – Trading Performance Firm Value / NTM Consensus EBITDA (x) Past 5 Years Share Price Performance Past 5 Years COVID - 19 Source: FactSet as of 01 /04/2023. Note: AlerisLife and Sonida Senior Living are excluded from Firm Value / NTM Consensus EBITDA chart due to inconsistent Consensus availability. (1) Selected public operator averages include Brookdale Senior Living, Sonida Senior Living, Ensign Group and Pennant Group. (2) Selected public operator averages include Brookdale Senior Living, Sonida Senior Living and Pennant Group. (3) Selected public operator averages include Brookdale Senior Living, Ensign Group and Pennant Group. Period Selected Public Operators (3) 1-Year Average 13.3x 3-Year Average 15.9 5-Year Average 14.3 10 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION Period ALR Selected Public Operators Incl. Ensign (1) Selected Public Operators Excl. Ensign (2) 1-Year Average (89.7%) 29.0% (53.9%) 3-Year Average (74.5) 33.7 (31.0) 5-Year Average (62.0) 22.0 (30.8)

3. ALR Financial Projections & Preliminary Financial Analyses

Senior Living Communities – Owned Portfolio Average occupancy for the owned portfolio is forecasted to increase 780 bps (Average Daily Census, “ADC,” increase of 164) in 20 23, 500 bps (ADC increase of 105) in 2024, 320 bps (ADC increase of 67) in 2025, 170 bps (ADC increase of 36) in 2026 and 60 bps (AD C increase of 13) in 2027 RevPOR is forecasted to increase 11% in 2023, 9% in 2024, 5% in 2025 and 3% in 2026 and 2027 Residential wages and benefits as a percentage of residential revenues are forecasted to decrease to 62% in 2023, 59% in 2024 an d 58% from 2025 through 2027 Decrease in wages and benefits as a percentage of revenues will be driven by the operational efficiencies and increase in occ upa ncy Other residential operating expenses as a percentage of residential revenues are forecasted to decrease to 35% in 2023, 30% i n 2 024 and 27% from 2025 through 2027 Lifestyle Services Assumptions Forecast assumes opening of 18 Ageility outpatient locations in 2023 and 9 Ageility outpatient locations in 2024 Years 2025 through 2027 assume focus on growing revenues at existing locations Revenue is forecasted to grow 1% quarterly from 2025 through 2027 Management Fees Revenue Residential management fee revenue is driven by average occupancy growth of 600 bps (ADC increase of 1,100) in 2023, 480 bps (ADC increase of 849) in 2024, 240 bps (ADC increase of 439) in 2025, 130 bps (ADC increase of 227) in 2026 and 50 bps (ADC increase of 88) in 2027 RevPOR is forecasted to increase 7% in 2023, 11% in 2024, 5% in 2025 and 3% in 2026 and 2% in 2027 Forecast assumes fee eligible capital spend of approximately $100 million each year on behalf of managed communities Management fee revenues does not include potential to earn 15% incentive fees on excess of portfolio EBITDA target. G&A G&A expenses forecasted as ~31% of total revenue (excl. reimbursements) in 2023E, decreasing to ~28% by 2027E G&A expenses forecasted to decrease ~16% in 2023 and increase 3% in 2024, 4% in 2025, 3% in 2026 and 2% in 2027 Acq . & Disp. Of Property & Equipment Acquisition and Disposition of Property and Equipment expense of $16.4mm in 2023E, $8.4mm in 2024E, and $6.0mm thereafter Net Working Capital Increase in Net Working Capital of $1.0mm in 2023E, $2.1mm in in 2024E, $0.6mm in 2025E, $0.3mm in 2026E, and $0.1mm in 2027E Other Marginal tax rate of 26% (21% Federal income tax rate and 5% State income tax rate) applied to EBIT Rent Expense discontinued in 2021 as a result of business restructuring Sources: ALR Management as of 01/04/2023. Selected Assumptions Underlying Financial Projections for ALR 11 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

3Q 2022 '23E - '27E ($ in millions) 2020A 2021A LTM 2022E 2023E 2024E 2025E 2026E 2027E CAGR Lifestyle Services Revenue $82.0 $68.0 $59.0 $58.9 $60.2 $63.2 $67.0 $68.3 $69.7 3.7% Residential Revenue 77.0 64.6 63.9 67.5 82.4 95.4 103.8 108.7 112.5 8.1 Residential Management Fee Revenue 62.9 47.5 36.9 37.0 41.6 48.3 51.6 53.7 55.0 7.2 Other Operating Income 3.4 7.8 0.0 0.0 -- -- -- -- -- -- Total Revenue (Excl. Reimbursements) $225.4 $187.9 $159.7 $163.3 $184.2 $206.9 $222.3 $230.7 $237.2 6.5% (YoY % Growth) 12.3% 7.5% 3.8% 2.8% Reimbursed Costs Incurred on Behalf of Managed Communities $916.2 $722.9 $533.5 $534.7 $570.6 $631.3 $631.9 $638.4 $656.3 3.6% Other Reimbursed Expenses 25.6 31.6 14.7 14.8 16.5 17.2 17.4 17.9 18.3 2.6 Total Revenue $1,167.2 $942.4 $708.0 $712.9 $771.3 $855.4 $871.7 $886.9 $911.8 4.3% (YoY % Growth) 10.9% 1.9% 1.8% 2.8% Lifestyle Service Expenses ($66.3) ($59.3) ($56.0) ($56.7) ($58.9) ($61.3) ($65.3) ($66.6) ($68.0) 3.6% Residential Living Wages and Benefits (41.8) (39.0) (36.5) (39.2) (50.9) (56.7) (60.4) (63.1) (64.9) 6.3 Other Residential Operating Expenses (27.5) (30.3) (26.0) (24.5) (28.5) (28.3) (28.1) (29.4) (30.7) 1.8 Rent Expense (1.3) -- -- -- -- -- -- -- -- -- General and Administrative Expenses (86.9) (86.0) (72.0) (69.1) (58.0) (59.7) (62.3) (63.9) (65.4) 3.0 Restructuring Expenses (0.3) (18.9) (4.3) (3.0) (0.1) -- -- -- -- -- Cash Expenses (Excl. Reimbursed Costs) ($224.1) ($233.5) ($194.7) ($192.4) ($196.4) ($206.1) ($216.2) ($223.0) ($229.0) 3.9% (YoY % Growth) 4.9% 4.9% 3.1% 2.7% Reimbursed Costs Incurred on Behalf of Managed Communities ($916.2) ($722.9) ($533.5) ($534.7) ($570.6) ($631.3) ($631.9) ($638.4) ($656.3) 3.6% Total Cash Expenses ($1,140.2) ($956.4) ($728.3) ($727.1) ($767.0) ($837.4) ($848.1) ($861.3) ($885.2) 3.7% (YoY % Growth) 9.2% 1.3% 1.6% 2.8% Other Adjustments(2) ($22.0) ($2.5) ($1.4) ($1.4) -- -- -- -- -- EBITDA $4.9 ($16.5) ($21.6) ($15.6) $4.3 $18.0 $23.6 $25.6 $26.5 57.3% (EBITDA Margin %) 2.4% 8.7% 10.6% 11.1% 11.2% Depreciation and Amortization ($15.0) ($15.5) ($15.5) ($16.7) ($17.9) EBIT ($10.7) $2.5 $8.0 $8.9 $8.6 NA Income Taxes(3) -- (0.7) (2.1) (2.3) (2.2) NOPAT ($10.7) $1.9 $6.0 $6.6 $6.4 NA Depreciation and Amortization 15.0 15.5 15.5 16.7 17.9 Acquisition and Disposition of Property and Equipment, net (16.4) (8.4) (6.0) (6.0) (6.0) Change in Net Working Capital (1.0) (2.1) (0.6) (0.3) (0.1) Unlevered Free Cash Flow ($13.0) $6.8 $14.9 $17.0 $18.1 NA Fully Diluted Shares Outstanding (mm) 35.3 36.3 37.2 38.1 39.0 Projections ALR Financial Projections Source: ALR Management as of 01/04/2023. Note: “NA” denotes not applicable. (1) Includes three quarters of actuals and one quarter of projections. (2) Other Adjustments includes Loss on Termination of Leases, Unrealized G ain on Equity I nvestments , Realized G ain (Loss) on Sale of Debt E quity Investments (net of tax), and Equity in Earnings (Losses) of an Investee. (3) Marginal tax rate of 26% (21% Federal income tax rate and 5% State income tax rate). AlerisLife Management’s forecast does not assume any utilization of the Company’s tax assets (including tax credit and tax loss carryfor wa rds). Any such potential utilization during the forecast period is subject to further review. (1) 12 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

Preliminary Illustrative Discounted Cash Flow Analysis Source: AlerisLife Management as of 01/04/2023. Note: AlerisLife capitalization based on YE 2022 estimates as provided by ALR management in January 2023. ALR’s net debt balance of $27.0mm ex cl udes $23mm of cash held by ALR’s captive insurance entity per ALR management. (1) Marginal tax rate of 26% (21% Federal income tax rate and 5% State income tax rate). AlerisLife Management’s forecast does not assume any utilization of the Company’s tax assets (including tax credit and tax loss carryfor wa rds). Any such potential utilization during the forecast period is subject to further review. Terminal year perpetuity growth rate of 1.0% to 3.0% Cash flows are discounted to 12/31/2022 using discount rate range of 17.6% to 19.5% Implied Enterprise Value Sensitivity Assumptions (@ Midpoint) Unlevered Free Cash Flows (2023E - 27E) $43.9 PV of Unlevered Free Cash Flows $19.2 Terminal Year FCF $18.5 Terminal Year Value 111.8 Discount Factor 0.43x PV of Terminal Value $47.8 Implied Enterprise Value $67.0 (-) Net Debt (27.0) Implied Equity Value $40.0 Fully Diluted Share Count 34.3 Implied Equity Value Per Share $1.17 Implied Equity Value Per Share $1.17 1.0% 2.0% 3.0% 17.6% $1.24 $1.34 $1.47 18.5% 1.08 1.17 1.27 19.5% 0.93 1.01 1.10 Discount Rate Perpetuity Growth Rate 13 Terminal 2023E 2024E 2025E 2026E 2027E Year Total Revenue (Excl. Reimbursements) $184.2 $206.9 $222.3 $230.7 $237.2 EBITDA $4.3 $18.0 $23.6 $25.6 $26.5 % Growth 315.7% 30.8% 8.6% 3.7% (-) Depreciation and Amortization (15.0) (15.5) (15.5) (16.7) (17.9) EBIT ($10.7) $2.5 $8.0 $8.9 $8.6 (-) Income Taxes(1) -- (0.7) (2.1) (2.3) (2.2) NOPAT ($10.7) $1.9 $6.0 $6.6 $6.4 (+) Depreciation and Amortization 15.0 15.5 15.5 16.7 17.9 (-) Acq. & Disp. of Property & Equipment, net (16.4) (8.4) (6.0) (6.0) (6.0) (-) Increase in Net Working Capital (1.0) (2.1) (0.6) (0.3) (0.1) Unlevered Free Cash Flow ($13.0) $6.8 $14.9 $17.0 $18.1 $18.5 % Growth NA 117.3% 14.2% 6.8% 2.0% Period Ending December 31 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

Appendix

Preliminary Illustrative WACC Calculation Source: ALR Management, public filings, Wall Street Research, Bloomberg and FactSet as of 01/04/2023. (1) Based on estimated capital structure of non - distressed senior housing operators. (2) Based on High Yield BB Index as of 01/04/2023. (3) Adj. Equity Beta as of 04/02/2019 when ALR announced the restructuring of its management agreements with DHC. Cost of Net Debt-Related Metrics 0 Capital Structure Value of Market Value Net Debt / Total Current StatutoryLong Term Net Debt of Equity Capital Ratio Marginal Tax Rate Yield(2) AlerisLife $27 $21 55.7% 26.0% 7.2% Cost of Equity-Related Metrics Adjusted Beta Equity Beta Estimation High Debt Unlevering Unlevered (Bloomberg) Period (Yrs) Yield Issuer Beta Tax Rate Asset Beta AlerisLife 1.185 3.8 * Y 0.3 26.0 0.758 Unlevering tax rate represents a blended average tax rate based on the number of days for which different statutory marginal tax rates were in effect during the beta estimation period. (3) 14 WACC Calculation Inputs Target Capital Structure (Net Debt / Total Capital)(1): 20.0– 10.0% After-Tax Cost of Debt: 5.3% Expected Long-Term Yield(2): 7.2% – Current Statutory Marginal Tax Rate: 26.0% Cost of Equity: 6.5% Equity Market Risk Premium 20.6– 20.3% 7.5% Equity Market Risk Premium 21.5– 21.1% Risk-Free Rate (20-Year CMT Bond): 4.0% Assumed Equity Market Risk Premium - low: 6.5% Assumed Equity Market Risk Premium - high: 7.5% Relevered Equity Beta: 0.84– 0.80 – Unlevered Asset Beta: 0.76 – Selected “Standard” Beta Measurement Period (Years): 5 – Implied Net Debt / Equity Ratio: 25.0– 11.1% Small Cap Risk Premium: 11.2% High Yield Issuer? (Y / N) Y Weighted Average Cost of Capital: 17.6– 19.5% 6.5% Equity Market Risk Premium 17.6– 18.8% 7.5% Equity Market Risk Premium 18.2– 19.5% The low-end of the WACC is based upon the low-end of the equity market risk premium (6.5%) and the high-end of the net debt / total capital ratio. The high-end is based on the high-end of the equity market risk premium (7.5%) and the low-end of the capital structure. PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

Investor Name Investor Type Ownership % Diversified Healthcare Trust -- 32.8% ABP Trust -- 5.5 Newtyn Management LLC Active 4.6 Alta Fundamental Advisers LLC Active 4.3 Vanguard Group Inc. Passive 3.4 Acadian Asset Management LLC Active 1.7 RBF Capital LLC Active 1.4 Jeffrey C. Leer* -- 1.3 Renaissance Technologies LLC Active 1.3 Dimensional Fund Advisors LP Active 1.1 BlackRock Inc. Passive 1.1 Katherine E. Potter* -- 0.9 Cadent Captial Advisors LLC Active 0.8 RMR Group LLC -- 0.5 Geode Capital Management LLC Passive 0.5 Jennifer Babbin Clark* -- 0.4 Atria Wealth Solutions Inc. Active 0.3 JB Capital Partners Active 0.3 Bridgeway Capital Management LLC Active 0.2 Prescott Group Capital Management LLC Active 0.2 Stephen Geiger* -- 0.2 Gerard Michael Martin* -- 0.2 State Street Global Advisors Inc. Passive 0.2 Goldman Sachs Group Inc. Active 0.2 Adam David Portnoy* -- 0.2 Heather Pereira* -- 0.1 AlerisLife Shareholder Base Ownership Distribution Top 25 ALR Investors ABP Trust, Affiliates & Adam Portnoy ALR Director, Executive or Management * Diversified Healthcare Trust 32.8% ABP Trust, Affiliates & Adam Portnoy 6.2% Other Public Shareholders 61.0% DHC is an affiliated party in that it is externally managed by RMR ABP Trust is the controlling stockholder of the RMR Group and owned by Adam Portnoy Source: Public filings and S&P Capital IQ as of 01 /04/2023. 15 PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION

EXHIBIT 107

Calculation of Filing Fee Tables

Schedule 13E-3

(Rule 13e-100)

ALERISLIFE INC.

(Name of Subject Company)

ALERISLIFE INC.

(Names of Filing Persons)

Table 1-Transaction Valuation

Table 2-Fee Offset Claims and Sources