UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 2006 (June 28, 2006)
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Brookdale Senior Living Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-32641 20-3068069
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
330 North Wabash Avenue, Suite 1400, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 977-3700
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 - Other Matters
On June 28, 2006, Fortress Investment Holdings LLC ("Fortress
Holdings") informed the Registrant as follows:
"Two affiliates of Fortress Holdings, FRIT Holdings LLC, a subsidiary
of Fortress Registered Investment Trust, and FIT Holdings LLC, a subsidiary of
Fortress Investment Trust II, have entered into separate credit agreements, both
dated June 28, 2006, with Deutsche Bank AG, London Branch ("Deutsche Bank"), as
Administrative Agent and sole lender. Pursuant to these credit agreements, the
affiliates have received a commitment of approximately $1.43 billion from
Deutsche Bank, and this amount has been secured by, among other things, a pledge
by the borrowers and one other affiliate of Fortress Holdings of a total of
40,628,000 shares of common stock of the Registrant owned by such affiliates.
The 40,628,000 shares of common stock represent approximately 61% of the
Registrant's issued and outstanding common stock as of the date hereof.
The credit agreements contain customary default provisions and also
require prepayment of a portion of the borrowings by the borrowers in the event
the trading price of the common stock of the Registrant decreases below certain
specified levels. In the event of a default under the credit agreements by the
borrowers, Deutsche Bank may foreclose upon any and all shares of common stock
pledged to it. The borrowers have agreed in the credit agreements that if a
shelf registration statement is not effective and usable for resales of any
portion of the pledged common stock of the Registrant by Deutsche Bank (in the
event of foreclosure) as of June 9, 2007, the applicable affiliate will prepay a
related portion of the borrowings."
The Registrant is not a party to the credit agreements and has no
obligations thereunder. Mr. Wesley Edens, the Registrant's Chairman of its Board
of Directors, owns an interest in Fortress Holdings.
This information shall also be deemed to be filed under Item 5.01 of
Form 8-K.
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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.
(Registrant)
/s/ Deborah C. Paskin
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Deborah C. Paskin
Executive Vice President, Secretary
and General Counsel
Date: June 28, 2006