Brookdale Senior Living Files 8-K

TL;DR

BKD filed an 8-K on 10/23/24. Standard corporate update.

AI Summary

Brookdale Senior Living Inc. filed an 8-K on October 23, 2024, reporting other events and financial statements. The filing details the company's corporate information, including its incorporation in Delaware and principal executive offices in Brentwood, Tennessee.

Why It Matters

This filing provides an update on Brookdale Senior Living's corporate and financial reporting, which is important for investors to stay informed about the company's status.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new financial or operational information that would immediately impact risk.

Key Players & Entities

• Brookdale Senior Living Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Brentwood, Tennessee (location) — Principal executive offices
• October 23, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value Per Share BKD New York Stock

Filing Documents

• bkd-20241023.htm (8-K) — 35KB
• opinionofskaddenarpsslatem.htm (EX-5.1) — 26KB
• image_0.jpg (GRAPHIC) — 71KB
• 0001332349-24-000120.txt ( ) — 330KB
• bkd-20241023.xsd (EX-101.SCH) — 3KB
• bkd-20241023_def.xml (EX-101.DEF) — 15KB
• bkd-20241023_lab.xml (EX-101.LAB) — 28KB
• bkd-20241023_pre.xml (EX-101.PRE) — 16KB
• bkd-20241023_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. On October 23, 2024, Brookdale Senior Living Inc. (the "Company") filed a prospectus supplement (the "Resale Prospectus Supplement") to its previously filed automatic shelf registration statement on Form S-3 (File No. 333-268404) registering the resale of up to an aggregate of 54,968,244 shares of the Company's common stock, par value $0.01 per share (the "Shares") which may be used by the selling securityholders identified therein (the "Selling Securityholders"), to resell the Shares. The Shares are issuable upon conversion of the Company's outstanding 3.50% Convertible Senior Notes due 2029 (the "Notes") issued pursuant to an indenture, dated as of October 3, 2024, to the Selling Securityholders pursuant to Exchange and Subscription Agreements, dated as of September 30, 2024, each by and between the Company and each Selling Securityholder. Notwithstanding the foregoing, the number of shares issuable upon conversion of the Notes is subject to the Company's right to elect to settle any such conversions in shares of Company common stock, cash or a combination of cash and shares of Company common stock. The Company will not receive any proceeds from any sale of Shares by the Selling Securityholders. The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 5.1 Opinion of Skadden, Arps, Slate, Meagher and Flom LLP regarding the validity of the Shares. 23.1 Consent of Skadden, Arps, Slate, Meagher and Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File - the cover page XBRL tags are 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 23, 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