FOR IMMEDIATE RELEASE
Brookdale Announces Proposed Offering of $275 Million of Convertible Senior Notes Due 2018
Nashville, TN., June 7, 2011 Brookdale Senior Living Inc. (NYSE: BKD) (the Company) announced
today that it intends to commence an underwritten public offering, subject to market conditions and
other factors, of $275 million aggregate principal amount of its Convertible Senior Notes due 2018
(the Notes). In addition, the Company intends to grant the underwriters a 13-day option to
purchase up to an additional 15% of the Notes sold solely to cover over-allotments.
The Notes will be convertible into cash, shares of the Companys common stock, par value
$0.01 per share, or a combination of cash and shares, at the Companys option. The interest rate,
conversion rate and other terms of the Notes will be determined at the time of pricing of the
offering. The Notes will be the Companys senior unsecured obligations and will rank equally with
all of its present and future senior unsecured debt and senior to any future subordinated debt.
The Company intends to use a portion of the net proceeds of the offering to pay the Companys cost
of the convertible note hedge transactions described below, taking into account the proceeds to the
Company of the warrant transactions described below, and to use the balance of the net proceeds of
the offering (i) to repay, together with the proceeds from a proposed mortgage loan, a portion of
the Companys outstanding mortgage indebtedness, (ii) to pay fees and expenses related to the
offering of the Notes, and (iii) for general corporate purposes.
In connection with the offering of the Notes, the Company expects to enter into privately
negotiated hedge transactions with counterparties that may include one or more of the underwriters
(and/or their respective affiliates) (the hedge counterparties). The convertible note hedge
transactions will cover, subject to customary anti-dilution adjustments, the number of shares of
the Companys common stock that will initially underlie the Notes, and are intended to reduce the
dilutive impact of the conversion feature of the notes on the Companys outstanding shares of
common stock. The Company also expects to enter into privately negotiated warrant transactions
with the hedge counterparties initially relating to the same number of shares of the Companys
common stock. The warrant transactions could have a dilutive effect to the extent that the market
price per share of the Companys common stock exceeds the applicable strike price of the warrants
on any expiration date of the warrants. In addition, if the underwriters exercise their option to
purchase additional notes, we expect that the number of shares underlying the convertible note
hedge transactions and warrant transactions will be increased to correspond to the number of shares
underlying all Notes, including the additional notes.
The Company has filed a registration statement, including a prospectus, with the Securities and
Exchange Commission (SEC) for the offering to which this communication relates. The Company
plans to file a preliminary prospectus supplement with the SEC. Before you invest, you should read
statement and preliminary prospectus supplement in that registration statement and
other documents the Company has filed with the SEC for more complete information about the Company
and this offering.
BofA Merrill Lynch, J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as joint
book running managers for the offering of the Notes. To obtain a copy of the prospectus and the
preliminary prospectus supplement for this offering, please contact BofA Merrill Lynch at 4 World
Financial Center, New York, NY 10080, or by email at email@example.com, J.P. Morgan
Securities LLC c/o Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, NY 11717,
or RBC Capital
Markets, LLC, Attn: Equity Syndicate at Three World Financial Center, 200 Vesey Street, 8th Floor,
New York, NY 10281. Alternatively, you may also obtain these documents for free by visiting the
SEC website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy
securities. Any offers of the securities will be made only by means of a prospectus and any
prospectus supplements thereto.
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. The Company owns and
operates independent living, assisted living, and dementia-care communities and continuing care
retirement centers, with 558 communities in 33 states and the ability to serve over 51,000
residents as of March 31, 2011.
Certain items 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, all
statements concerning the proposed mortgage loan and all statements concerning the proposed
offering of convertible senior notes. Words such as expect(s) and similar expressions are
intended to identify such forward-looking statements. These statements are based on managements
current expectations and beliefs and are subject to a number of factors that could lead to actual
results materially different from those described in the forward-looking statements. We can give
no assurance that our expectations will be attained. Factors that could cause actual results to
differ materially from our expectations include, but are not limited to, the risk that we may not
be able to satisfy the conditions and successfully complete the proposed mortgage loan or notes
offering (or on the terms presently anticipated); and other risks detailed from time to time in our
filings with the SEC, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Such forward-looking statements speak only as of the date of this press release. 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.
Brookdale Senior Living Inc.
Ross Roadman 615-564-8104