Attached files
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EX-1.1 - UNDERWRITING AGREEMENT - Brookdale Senior Living Inc. | exhibit1_1.htm |
EX-99.1 - PRESS RELEASE - Brookdale Senior Living Inc. | exhibit99_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported)
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November
10, 2009 (November 9, 2009)
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Brookdale
Senior Living Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-32641
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20-3068069
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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111
Westwood Place, Suite 200, Brentwood, Tennessee
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37027
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(615)
221-2250
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(Former
name or former address, if changed since last report.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 — Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive
Agreement.
On
November 9, 2009, 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 funds
managed by 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 16,550,000 shares of the Company’s common stock at a public
offering price of $16.00 per share. The Fortress Stockholders also
granted a 30-day option to the Underwriter to purchase up to an aggregate of
1,655,000 additional shares of the Company’s common stock. The shares
of common stock are being sold pursuant to a prospectus supplement, dated
November 9, 2009, 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 November 13, 2009, 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
7 — Regulation FD
Item
7.01 Regulation FD Disclosure.
On November 9, 2009, the Company issued
a press release announcing the pricing of the sale of an aggregate of 16,550,000
shares of its common stock by certain funds managed by affiliates of Fortress
Investment Group LLC. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated herein by reference in its
entirety.
The
information furnished pursuant to this item (including Exhibit 99.1 hereto)
shall not be considered “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall it be incorporated by reference into any filing by the
Company under the Securities Act of 1933, as amended, or under
the
Securities Exchange Act of 1934, as amended, unless the Company expressly sets
forth by specific reference in such filing that such information is to be
considered “filed” or incorporated by reference therein.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits.
(d)
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Exhibits
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1.1
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Underwriting
Agreement, dated November 9, 2009, among Brookdale Senior Living Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter,
and certain selling stockholders named therein.
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99.1
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Press
Release dated November 9, 2009.
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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.
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Date:
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November
10, 2009
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By:
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/s/
T. Andrew Smith
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Name:
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T.
Andrew Smith
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Title:
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Executive
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
Exhibit No.
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Exhibit
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1.1
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Underwriting
Agreement, dated November 9, 2009, among Brookdale Senior Living Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter,
and certain selling stockholders named therein.
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99.1
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Press
Release dated November 9, 2009.
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