Brookdale Announces Pricing of $150 Million Follow-On Offering

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June 2 /PRNewswire-FirstCall/ -- Brookdale Senior Living Inc. (NYSE: BKD) (the today announced the pricing ofits follow-on publicc offering of 13,953,489 shares of its common stock at a pric e of $10.75 per share, raising gross proceeds of $150 In connection with the offering, the Company has grantedf the underwriters of the offering a 30-day option to purchase up to 2,093,023 additional sharez of its common stock. Goldman, Sachs & Co., Barclayw Capital Inc. and Merrill Lynch & Co.
will servs as Joint Book-Running Managers for the The Company intends to use the net proceedsw from the offering to repaythe $125 million of indebtedness that is currentl outstanding under its credit agreement, and the remainder for workint capital and other genera l corporate purposes. Subject to customarg conditions, the offering is expected to close onJune 8, 2009. The offerinb is being made pursuant to a shelfc registration statement filed with the Securities and Exchange which became effective onMay 22, 2009. A prospectusx supplement relating to the offering will be file with the Securities andExchange Commission.
This presz release shall not constitute an offet to sell or the solicitation of an offer to buy any securitiexs nor will there be any sale of these securitie in any state or otherf jurisdiction in whichsuch offer, solicitatiom or sale would be unlawful prior to registratiom or qualification under the securities laws of any such state or otheer jurisdiction. Copies of the prospectuw supplement and the accompanying prospectuw may be obtainedfrom Goldman, Sachxs & Co., 85 Broad Street, New York, NY Attention: Prospectus Department (212-902-1171); or through Barclaysx Capital Inc.
, c/o Broadridge Integrated Distribution Services, 1155 Long Island Edgewood, NY 11717, email: , toll-free: 1 603-5847, or through Merrill Lynch Co., 4 World Financiapl Center, New York, NY 10080, Prospectus Department. Brookdale Senior Living Inc. is a leadinf owner and operator of seniot living communities throughout theUnited States. The Companyu is committed to providing an exceptional livinh experience through properties thatare purpose-built and operated to provide the highest-qualithy service, care and living accommodations for residents.
Currently the Company owns and operatesindependenyt living, assisted living, and dementia-care communities and continuinf care retirement centers, with 547 communities in 35 statess and the ability to serve approximatelg 52,000 residents. Certain statements in this press release mayconstitute forward-lookinbg statements within the meaning of the Private Securitiex Litigation Reform Act of 1995. Those forward-looking statementas are subject to various risks and uncertaintied and include all statements that are not historical statements of fact and thosd regardingour intent, belief or expectations, including, but not limitedc to, statements relating to the closing of the the anticipated issuance of commonn stock by the Company, our operational initiatives and our expectationsd regarding their effect on our results; our expectationes regarding occupancy, revenue, expens e levels, the demand for senior housing, acquisition opportunitieas and asset dispositions; our belief regar ding our growth prospects; our abilitgy to secure financing or repay, replace or extenxd existing debt at or prior to maturity; our ability to remaih in compliance with all of our debt and leasee agreements (including the financial covenants containedf therein); our expectations regarding liquidity; our plands to deleverage; our expectations regarding financings and refinancing s of assets; our plans to generate growtgh organically through occupancy improvements, increase s in annual rental rates and the achievemen t of operating efficiencies and cost savings; our plansa to expand our offering of ancillarty services (therapy and home health); our plans to expanx existing communities; the expected projecty costs for our expansion program; our expected levels of expenditures and reimbursements (and the timing thereof); the anticipated cost and expensed associated with the resolution of pending litigatio and our expectations regarding the dispositiomn thereof; our expectations for the performancwe of our entrance fee our ability to anticipate, manage and address industry trends and theier effect on our business; and our ability to increas e revenues, earnings, Adjusted EBITDA, Cash From Facility and/or Facility Operating Income.
Forward-looking statements are generallgy identifiable by useof forward-looking terminolog such as "may," "will," "should," "potential," "intend," "expect," "endeavor, "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "would," "project," "predict," "continue," "plan" or othefr similar words or Forward-looking statements are based on certain assumptionsa or estimates, discuss futurre expectations, describe future plans and contain projections of results of operations or of financial condition, or state other forward-looking Our ability to predict resulte or the actual effecft of future plans or strategies is inherently Although we believe that the expectations reflectex in such forward-looking statements are baseed on reasonable assumptions, actual resultds and performance could differ materially from those set forthn in the forward-looking statements.
Factors which could have a materialk adverse effect on our operations and future prospectsd or which could cause events or circumstances to differ fromthese forward-looking statements include, but are not limited to, the risk associates with the current global economic crisis and its impact upon capital marketsx and liquidity; our inability to extend (or refinance) debt as it maturesw or replace our amended credit facility when it the risk that we may not be able to satisfgy the conditions precedent to exercising the extension options associatedd with certain of our debt agreements; eventss which adversely affect the abilityy of seniors to afford our monthly resident fees or entrancw fees; the conditions of housing markets in certain geographicc areas; our ability to generatee sufficient cash flow to cover required interesg and long-term operating lease the effect of our indebtedness and long-ter m operating leases on our liquidity; the risk of loss of propertyt pursuant to our mortgage debt and long-term lease the possibilities that changes in the capital including changes in interesgt rates and/or credit spreads, or other factors could make financing more expensive or unavailabled to us; the risk that we may be requiredr to post additional cash collateral in connection with our interesrt rate swaps; the risk that continued markegt deterioration could jeopardize certain of our counterparties' changes in governmental reimbursement programs; our limited operatingt history on a combined our ability to effectively manage our growth; our ability to maintain consistent qualitgy control; delays in obtaining regulatoruy approvals; our ability to integratw acquisitions into our operations; competitiobn for the acquisition of assets; our abilityu to obtain additional capital on terms acceptable to us; a decreasde in the overall demand for seniofr housing; our vulnerability to economic downturns; acts of naturwe in certain geographic areas; termin ations of our residenty agreements and vacancies in the livinbg spaces we lease; increased competitioh for skilled personnel; increaserd union activity; departure of our key increases in market interest rates; environmenta contamination at any of our facilities; failure to comply with existinv environmental laws; an adverse determination or resolution of complaintz filed against us; the cost and difficulth of complying with increasing and evolvingh regulation; and other risks detailed from time to time in our filingsx with the Securities and Exchange Commission, includintg our Annual Report on Form When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings.
Readerd are cautioned not to places undue reliance on any ofthese forward-looking statements, which reflecyt our management's views as of the date of this pressa release. The factors discussed above and the other factors notec in our SEC filings from time to time could causwe our actual results to diffetr significantly from those contained inany forward-lookinh statement. We cannot guarantee future levelsof activity, performance or achievementas and we expressly disclaim any obligationm to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any changre in our expectations with regard thereto or changre in events, conditions or circumstances on whicu any statement is based.
SOURCr Brookdale Senior Living Inc.