Brookdale Senior Living Inc. Files 8-K with Key Agreements and Financials

TL;DR

BKD filed an 8-K detailing new financial obligations and equity sales - watch for impacts.

AI Summary

Brookdale Senior Living Inc. filed an 8-K on September 30, 2024, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also contains financial statements and exhibits related to these events.

Why It Matters

This filing provides crucial updates on Brookdale's financial obligations and equity transactions, which could impact its financial health and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial risks for the company.

Key Players & Entities

• Brookdale Senior Living Inc. (company) — Registrant
• September 30, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027 (address) — Business Address

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value Per Share BKD New York Stock
• $369 million — ch the Company will issue approximately $369 million aggregate principal amount of 3.50% Con
• $219 million — 9 (the "2029 New Notes"). Approximately $219 million principal amount of the 2029 New Notes
• $207 million — be issued in exchange for approximately $207 million principal amount of the 2026 Notes (the
• $150 million — Notes (the "Exchange Transactions") and $150 million principal amount of the 2029 New Notes
• $23 million — sing of the Transactions, approximately $23 million in aggregate principal amount of the 20
• $1,000 — 1111 shares of Company common stock per $1,000 principal amount of the 2029 New Notes
• $9.00 — itial conversion price of approximately $9.00 per share. The initial conversion price
• $6.59 — premium of approximately 36.57% to the $6.59 per share closing price of the Company'
• $135 m — tion Transactions will be approximately $135 million, after subtracting fees, discount

Filing Documents

• bkd-20240930.htm (8-K) — 53KB
• formofindenture.htm (EX-4.1) — 693KB
• formofexchangeandsubscript.htm (EX-10.1) — 247KB
• formofregistrationrightsag.htm (EX-10.2) — 129KB
• pressreleasedatedseptember.htm (EX-99.1) — 39KB
• image.jpg (GRAPHIC) — 3KB
• image1.jpg (GRAPHIC) — 3KB
• image2.jpg (GRAPHIC) — 3KB
• image3.jpg (GRAPHIC) — 4KB
• image4.jpg (GRAPHIC) — 2KB
• image5.jpg (GRAPHIC) — 3KB
• image_0.jpg (GRAPHIC) — 23KB
• 0001332349-24-000111.txt ( ) — 1597KB
• bkd-20240930.xsd (EX-101.SCH) — 3KB
• bkd-20240930_def.xml (EX-101.DEF) — 15KB
• bkd-20240930_lab.xml (EX-101.LAB) — 28KB
• bkd-20240930_pre.xml (EX-101.PRE) — 16KB
• bkd-20240930_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exchange and Subscription Agreements On September 30, 2024, Brookdale Senior Living Inc. (the "Company") entered into privately negotiated exchange and subscription agreements (the "Exchange and Subscription Agreements") with certain holders (the "Investors") of the Company's outstanding 2.00% Convertible Senior Notes due 2026 (the "2026 Notes"), pursuant to which the Company will issue approximately $369 million aggregate principal amount of 3.50% Convertible Senior Notes due 2029 (the "2029 New Notes"). Approximately $219 million principal amount of the 2029 New Notes will be issued in exchange for approximately $207 million principal amount of the 2026 Notes (the "Exchange Transactions") and $150 million principal amount of the 2029 New Notes will be issued for cash (the "Subscription Transactions," and together with the Exchange Transactions, the "Transactions"). In each case, the 2029 New Notes will be issued in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The 2029 New Notes will be issued pursuant to an indenture (the "2029 New Notes Indenture"). The Transactions are expected to close on October 3, 2024, subject to customary closing conditions. Following the closing of the Transactions, approximately $23 million in aggregate principal amount of the 2026 Notes will remain outstanding with the terms unchanged. The 2029 New Notes Indenture The 2029 New Notes will be senior, unsecured obligations of the Company, and interest will be payable semi-annually in arrears at a rate of 3.50% per annum on April 15 and October 15 of each year, beginning on April 15, 2025. The 2029 New Notes will mature on October 15, 2029, unless earlier repurchased or converted. Prior to the close of business on the business day immediately preceding July 15, 2029, the 2029 New Notes will be convertible at the opt

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02. In the case of both Transactions, the 2029 New Notes will be offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration in part based on representations made by the Investors in the 2029 New Notes in the Exchange and Subscription Agreements, including representations that such Investors are "qualified institutional buyers" as defined under Rule 144A promulgated under the Securities Act.

01 Regulation FD

Item 7.01 Regulation FD. On September 30, 2024, the Company issued a press release announcing the Transactions and the Company's entering into agreements to acquire 41 currently leased communities. A copy of the press release is furnished herewith as Exhibit 99.1. The information furnished pursuant to this Item 7.01 (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 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. SAFE HARBOR Certain statements in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the Company's expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Indenture 10.1 Form of Exchange and Subscription Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release dated September 30, 2024 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: September 30, 2024 By: /s/ Chad C. White Name: Chad C. White Title: Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR