Brookdale Senior Living Enters Material Agreement

TL;DR

Brookdale inked a deal on Oct 3rd, watch for financial moves.

AI Summary

Brookdale Senior Living Inc. entered into a material definitive agreement on October 3, 2024, related to its Tangible Equity Units. The company also reported on unregistered sales of equity securities on the same date. This filing indicates potential financial obligations or arrangements for Brookdale.

Why It Matters

This filing signals a significant financial transaction or obligation for Brookdale Senior Living, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and potential financial obligations, which inherently carry some level of risk.

Key Players & Entities

• Brookdale Senior Living Inc. (company) — Registrant
• October 3, 2024 (date) — Date of earliest event reported
• Tangible Equity Units (financial_instrument) — Related to agreement

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value Per Share BKD New York Stock
• $369,445,000 — nior Living Inc. (the "Company") issued $369,445,000 aggregate principal amount of its 3.50%
• $219,445,000 — 029 (the "2029 New Notes"). At closing, $219,445,000 principal amount of the 2029 New Notes
• $206,703,000 — 9 New Notes were issued in exchange for $206,703,000 principal amount of the 2026 Notes and
• $150,000,000 — principal amount of the 2026 Notes and $150,000,000 principal amount of the 2029 New Notes
• $23,297,000 — (the "Trustee"). Following the closing, $23,297,000 in aggregate principal amount of the 20
• $500 million — an aggregate principal amount exceeding $500 million. The 2029 New Notes will bear interes
• $1,000 — period") in which the trading price per $1,000 principal amount of the 2029 New Notes
• $9.00 — itial conversion price of approximately $9.00 per share of common stock). The convers
• $30,000,000 — btedness for borrowed money of at least $30,000,000; and (vii) certain events of bankruptcy
• $135 million — able by the Company, were approximately $135 million. The Company intends to use the proceed

Filing Documents

• bkd-20241003.htm (8-K) — 56KB
• formofindenturedatedasofoc.htm (EX-4.1) — 694KB
• registrationrightsagreemen.htm (EX-10.1) — 132KB
• image1a.jpg (GRAPHIC) — 3KB
• image2a.jpg (GRAPHIC) — 3KB
• image3a.jpg (GRAPHIC) — 3KB
• image4a.jpg (GRAPHIC) — 3KB
• image5a.jpg (GRAPHIC) — 4KB
• imagea.jpg (GRAPHIC) — 2KB
• 0001332349-24-000114.txt ( ) — 1232KB
• bkd-20241003.xsd (EX-101.SCH) — 3KB
• bkd-20241003_def.xml (EX-101.DEF) — 15KB
• bkd-20241003_lab.xml (EX-101.LAB) — 28KB
• bkd-20241003_pre.xml (EX-101.PRE) — 16KB
• bkd-20241003_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 2029 New Notes Indenture On October 3, 2024, in connection with the consummation of previously announced 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"), Brookdale Senior Living Inc. (the "Company") issued $369,445,000 aggregate principal amount of its 3.50% Convertible Senior Notes due 2029 (the "2029 New Notes"). At closing, $219,445,000 principal amount of the 2029 New Notes were issued in exchange for $206,703,000 principal amount of the 2026 Notes and $150,000,000 principal amount of the 2029 New Notes were issued for cash. The 2029 New Notes were issued pursuant to, and are governed by, an Indenture (the "2029 New Notes Indenture"), dated as of October 3, 2024 between the Company and Equiniti Trust Co., as trustee (the "Trustee"). Following the closing, $23,297,000 in aggregate principal amount of the 2026 Notes remain outstanding with the terms unchanged. The 2029 New Notes will be the Company's senior unsecured obligations and will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the 2029 New Notes, and equal in right of payment to any indebtedness that is not so subordinated. The 2029 New Notes will be effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of current or future subsidiaries of the Company. Under the terms of the 2029 New Notes Indenture, subject to certain exceptions, the Company may not incur pari passu indebtedness in an aggregate principal amount exceeding $500 million. The 2029 New Notes will bear interest at a rate of 3.50%

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. The 2029 New Notes were issued 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 Exchange and Subscription Agreements, including representations that such investors are "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the 2029 New Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 54,968,244 shares of the Company's common stock may be issued upon conversion of the 2029 New Notes, based on the initial maximum conversion rate of 148.7860 shares of common stock per $1,000 principal amount of 2029 New Notes, which is subject to customary anti-dilution adjustment provisions. The Company's net cash proceeds from the transactions, after subtracting fees, discounts and estimated expenses payable by the Company, were approximately $135 million. The Company intends to use the proceeds to fund acquisitions and for general corporate purposes. 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 4.1 Indenture dated as of October 3, 2024, by and among the Company and Equiniti Trust Co., as trustee, governing the 3.50% Convertible Senior Notes due 2029 4.2 Form of 3.50% Convertible Senior Notes due 2029 (included in Exhibit 4.1) 10.1 Registration Rights Agreement dated as of October 3, 2024 between the Company and the Investors 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: October 4, 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