Brookdale Senior Living Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$BKD
Hospital/Nursing Management
Health Care
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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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||
| Exhibit No. | Description | |||||||
| 5.1 | ||||||||
| 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 | ||||||||||||||||