Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported)
  
May 13, 2010 (May 11, 2010)


Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-32641
20-3068069
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)
     
     
111 Westwood Place, Suite 400, Brentwood, Tennessee
37027
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code
  
(615) 221-2250
 
 
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 

 
Section 1 — Registrant’s Business and Operations
 
Item 1.01     Entry into a Material Definitive Agreement.
 
On May 11, 2010, Brookdale Senior Living Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) and certain affiliates of Fortress Investment Group LLC (the “Fortress Stockholders”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Fortress Stockholders agreed to sell to the Underwriter an aggregate of 10,000,000 shares of the Company’s common stock at a public offering price of $18.60 per share.  The shares of common stock are being sold pursuant to a prospectus supplement, dated May 11, 2010, and related prospectus, dated May 22, 2009, each filed with the Securities and Exchange Commission, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-159146).

The Company and the Fortress Stockholders have agreed to indemnify the Underwriter against various liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Fortress Stockholders, and customary conditions to closing. The offering is expected to close on May 17, 2010, subject to the conditions stated in the Underwriting Agreement.

The Underwriter and certain of its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates. They have received or will continue to receive customary fees and commissions for these transactions.

Section 9 — Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.
 
(d)
  
Exhibits
     
1.1
  
Underwriting Agreement, dated May 11, 2010, among Brookdale Senior Living Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter, and certain selling stockholders named therein



 
 
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
BROOKDALE SENIOR LIVING INC.
     
     
Date:
May 13, 2010
  
By:
  
/s/ T. Andrew Smith
   
Name:
T. Andrew Smith
   
Title:
Executive Vice President, General Counsel and Secretary


 
 

 
 
 

 
EXHIBIT INDEX

 
 
Exhibit No.
  
Exhibit
     
1.1
  
Underwriting Agreement, dated May 11, 2010, among Brookdale Senior Living Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter, and certain selling stockholders named therein.