Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Brookdale Senior Living Inc. | form8-k.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Brookdale Senior Living Inc. | exhibit1_1.htm |
FOR
IMMEDIATE RELEASE
Contact:
Brookdale
Senior Living Inc.
Ross
Roadman 615-376-2412
Brookdale
Announces Pricing of Secondary Offering By Selling Stockholders
Nashville,
TN. November 9, 2009 – Brookdale Senior Living Inc. (NYSE: BKD) (the
“Company”) announced today 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, an increase of 5,550,000 shares from the 11,000,000 shares
previously announced. The offering was priced at $16 per
share. Approximately $257 million of net proceeds from the sale of
the common stock will be received by the selling stockholders. The
Company will not receive any of the proceeds from the offering. In
connection with the offering, the selling stockholders have granted the
underwriter a 30-day option to purchase up to an aggregate of 1,655,000
additional shares of common stock.
Subject
to customary conditions, the offering is expected to close on November 13,
2009.
The
offering is being made pursuant to a shelf registration statement filed with the
Securities and Exchange Commission, which became effective on May 22, 2009. A
prospectus supplement relating to the offering will be filed with the Securities
and Exchange Commission.
BofA
Merrill Lynch will act as sole book-running manager for the
offering.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy any securities nor will there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state or other jurisdiction. Copies of the prospectus
supplement and the accompanying prospectus may be obtained from BofA Merrill
Lynch, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department
or email Prospectus.Requests@ml.com.
About
Brookdale Senior Living
Brookdale
Senior Living Inc. is a leading owner and operator of senior living communities
throughout the United States. The Company is committed to providing
an exceptional living experience through properties that are designed,
purpose-built and operated to provide the highest-quality service, care and
living accommodations for residents. Currently the Company owns and
operates independent living, assisted living, and dementia-care communities and
continuing care retirement centers, with 547 communities in 35 states and the
ability to serve approximately 52,000 residents.
Safe
Harbor
Certain
statements in this press release may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Those forward-looking statements are subject to various risks
and uncertainties and include all statements that are not historical statements
of fact and those regarding our intent, belief or expectations, including, but
not limited to, statements relating to the offering, the consummation of the
Sunrise portfolio acquisition and the related financing and our expectations
regarding the future performance of the acquired communities and their effect on
our financial results; statements relating to our operational initiatives and
our expectations regarding their effect on our results; our expectations
regarding occupancy, revenue, expense levels, the demand for senior housing,
expansion activity, acquisition opportunities and asset dispositions; our belief
regarding our growth prospects; our ability to secure financing or repay,
replace or extend existing debt at or prior to maturity; our ability to remain
in compliance with all of our debt and lease agreements (including the financial
covenants contained therein); our expectations regarding liquidity; our plans to
deleverage; our expectations regarding financings and refinancings of assets;
our plans to generate growth organically through occupancy improvements,
increases in annual rental rates and the achievement of operating efficiencies
and cost savings; our plans to expand our offering of ancillary services
(therapy and home health); our plans to expand existing communities; the
expected project costs for our expansion program; our expected levels of
expenditures and reimbursements (and the timing thereof); our expectations for
the performance of our entrance fee communities; our ability to anticipate,
manage and address industry trends and their effect on our business; and our
ability to increase revenues, earnings, Adjusted EBITDA, Cash From Facility
Operations, and/or Facility Operating Income. Forward-looking
statements are generally identifiable by use of forward-looking terminology such
as "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek,"
"anticipate," "estimate," "overestimate," "underestimate," "believe," "could,"
"would," "project," "predict," "continue," "plan" or other similar words or
expressions. Forward-looking statements are based on certain
assumptions or estimates, discuss future expectations, describe future plans and
strategies, contain projections of results of operations or of financial
condition, or state other forward-looking information. Our ability to
predict results or the actual effect of future plans or strategies is inherently
uncertain. Although we believe that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, actual
results and performance could differ materially from
those set
forth in the forward-looking statements. Factors which could have a material
adverse effect on our operations and future prospects or which could cause
events or circumstances to differ from these forward-looking statements include,
but are not limited to, our ability to satisfy the closing conditions and
successfully complete the Sunrise portfolio acquisition; our ability to assume
and obtain the mortgage debt financing for the Sunrise portfolio acquisition;
the risk associated with the current global economic crisis and its impact upon
capital markets and liquidity; our inability to extend (or refinance) debt as it
matures or replace our amended credit facility when it matures; the risk that we
may not be able to satisfy the conditions precedent to exercising the extension
options associated with certain of our debt agreements; events which adversely
affect the ability of seniors to afford our monthly resident fees or entrance
fees; the conditions of housing markets in certain geographic areas; our ability
to generate sufficient cash flow to cover required interest and long-term
operating lease payments; the effect of our indebtedness and long-term operating
leases on our liquidity; the risk of loss of property pursuant to our mortgage
debt and long-term lease obligations; the possibilities that changes in the
capital markets, including changes in interest rates and/or credit spreads, or
other factors could make financing more expensive or unavailable to us; the risk
that we may be required to post additional cash collateral in connection with
our interest rate swaps; the risk that continued market deterioration could
jeopardize the performance of certain of our counterparties’ obligations;
changes in governmental reimbursement programs; our limited operating history on
a combined basis; our ability to effectively manage our growth; our ability to
maintain consistent quality control; delays in obtaining regulatory approvals;
our ability to integrate acquisitions into our operations; competition for the
acquisition of assets; our ability to obtain additional capital on terms
acceptable to us; a decrease in the overall demand for senior housing; our
vulnerability to economic downturns; acts of nature in certain geographic areas;
terminations of our resident agreements and vacancies in the living spaces we
lease; increased competition for skilled personnel; increased union activity;
departure of our key officers; increases in market interest rates; environmental
contamination at any of our facilities; failure to comply with existing
environmental laws; an adverse determination or resolution of complaints filed
against us; the cost and difficulty of complying with increasing and evolving
regulation; and other risks detailed from time to time in our filings with the
Securities and Exchange Commission, including our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in such SEC filings. Readers are cautioned not to place
undue reliance on any of these forward-looking statements, which reflect our
management's views as of the date of this press release. The factors
discussed above and the other factors noted in our SEC filings from time to time
could cause our actual results to differ significantly from those contained in
any forward-looking statement. We cannot guarantee future results,
levels of activity, performance or achievements and we expressly disclaim any
obligation to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our expectations with
regard thereto or change in events, conditions or circumstances on which any
statement is based.