Brookdale Senior Living Enters Material Definitive Agreement

TL;DR

BKD just signed a big deal, creating a new financial obligation. Details TBD.

AI Summary

Brookdale Senior Living Inc. entered into a material definitive agreement on December 18, 2024. This agreement creates a direct financial obligation for the registrant. Specific details of the agreement, including the nature of the obligation and any associated dollar amounts, are not fully disclosed in this initial filing.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Brookdale Senior Living, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation without immediate detailed disclosure introduces uncertainty regarding its terms and potential impact.

Key Players & Entities

• Brookdale Senior Living Inc. (company) — Registrant
• December 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-32641 (identifier) — Commission File Number
• 20-3068069 (identifier) — IRS Employer Identification No.
• 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027 (address) — Principal executive offices
• (615) 221-2250 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value Per Share BKD New York Stock
• $64 million — the renewal properties of approximately $64 million beginning on January 1, 2026. Effective
• $35 million — Lease in the aggregate amount of up to $35 million during the calendar years 2025 to 2027,
• $15 million — r Treasury Rate plus 3.5%. No more than $15 million may be funded in each calendar year.
• $25 million — change of control has been revised from $25 million to $12.5 million. The foregoing descr
• $12.5 million — ol has been revised from $25 million to $12.5 million. The foregoing descriptions of the Am

Filing Documents

• bkd-20241218.htm (8-K) — 35KB
• 0001332349-24-000134.txt ( ) — 201KB
• bkd-20241218.xsd (EX-101.SCH) — 3KB
• bkd-20241218_def.xml (EX-101.DEF) — 15KB
• bkd-20241218_lab.xml (EX-101.LAB) — 28KB
• bkd-20241218_pre.xml (EX-101.PRE) — 16KB
• bkd-20241218_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 18, 2024, Brookdale Senior Living Inc. (the "Company") and certain of its subsidiaries, and Ventas, Inc. ("Ventas") and certain of its subsidiaries, entered into Amendment No. 5 to Amended and Restated Master Lease and Security Agreement (the "Amended Master Lease") and Amendment No. 1 to Amended and Restated Guaranty (the "Amended Guaranty") as described below. Under the Amended Master Lease, beginning January 1, 2026, the Company will continue to lease 65 communities ("renewal properties") and the remaining 55 communities ("non-renewal properties") that are not renewed will either be sold by Ventas or transitioned, with such transitions commencing on or after September 1, 2025. The Amended Master Lease amends the Amended and Restated Master Lease and Security Agreement (the "Master Lease"), dated as of July 26, 2020, by and among certain subsidiaries of the Company named therein (collectively, "Tenant") and certain subsidiaries of Ventas named therein (collectively, "Landlord") as the same has previously been amended. The Amended Master Lease provides for an aggregate annual minimum rent for the renewal properties of approximately $64 million beginning on January 1, 2026. Effective on January 1, 2027, and on January 1 of each lease year thereafter, the annual minimum rent will continue to be subject to an escalator equal to 3%. Under the Amended Master Lease, the term of the Master Lease will be extended through December 31, 2035 with one 10-year extension option remaining. In addition, the Landlord has agreed to fund costs associated with capital expenditures at the communities subject to the Master Lease in the aggregate amount of up to $35 million during the calendar years 2025 to 2027, provided that, with respect to any such amounts funded by the Landlord, the annual rent under the Master Lease will prospectively increase by the amount of each reimbursement multiplied by the greater of (i)

View Full Filing

View this 8-K filing on SEC EDGAR