Download brookdale senior living inc. PDF

Titlebrookdale senior living inc.
LanguageEnglish
File Size1.1 MB
Total Pages148
Document Text Contents
Page 1

BROOKDALE SENIOR LIVING INC.

FORM 10-Q
(Quarterly Report)

Filed 08/11/14 for the Period Ending 06/30/14


Address 111 WESTWOOD PLACE
SUITE 400
BRENTWOOD, TN, 37027

Telephone (615) 221-2250
CIK 0001332349

Symbol BKD
SIC Code 8050 - Services-Nursing and Personal Care Facilities

Industry Healthcare Facilities & Services
Sector Healthcare

Fiscal Year 12/31

http://www.edgar-online.com
© Copyright 2020, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

https://www.edgar-online.com

Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549



Form 10-Q



For the quarterly period ended June 30, 2014


or




For the transition period from _____________ to _____________


Commission File Number: 001-32641



BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)






(615) 221-2250

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes � No �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes � No �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No �

As of August 5, 2014, 172,992,205 shares o f the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted
shares).


� QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware 20-3068069
(State or other jurisdiction

of incorporation or organization)
(I.R.S. Employer Identification No.)

111 Westwood Place, Suite 400, Brentwood, Tennessee 37027
(Address of principal executive offices) (Zip Code)

Large accelerated filer � Accelerated filer �


Non-accelerated filer � (Do not check if a smaller reporting company)

Smaller reporting company �

Page 74

“Existing BKD MLR Provider ” shall have the meaning set forth in Section 8.5(b) hereof.

“ Existing Cross-Defaulted Agreements ” shall have the meaning set forth in Section 9.1 hereof.

“ Existing HCP/BKD Agreements ” shall have the meaning set forth in Section 9.1 hereof.

“ Existing HCP/BKD Lease Guarantees ” and “ Existing HCP/BKD Lease Guaranty ” shall have the meanings set forth in

the Recitals hereto.

“ Facility Diligence Report ” shall have the meaning set forth in Section 5.1(c) hereof.

“ Fannie Mae Debt ” shall have the meaning set forth in Section 4.5(b) hereof.

“ Financial Statements ” shall mean those financial statements set forth on Schedule 22 attached hereto, which have been

provided by or on behalf of Brookdale to HCP with respect to the BKD Operated Facilities prior to the date hereof.

“Freedom Pointe II Facility” shall have the meaning set forth in the Recitals hereto.

“Freedom Pointe II Project” shall mean the building on the Freedom Pointe II Facility that complies with the requirements set

forth in the third sentence of Recital J hereof.

“ Freedom Pointe Completion ” shall mean the receipt by Brookdale or its Affiliates of a certificate of occupancy for the

Freedom Pointe II Project.

“Freedom Pointe Owner” shall have the meaning set forth in the Recitals hereto.

“ Future Cross-Defaulted Agreements ” shall have the meaning set forth in Section 9.1 hereof.

“ GAAP ” shall have the meaning set forth in Article I hereof.

“ GE Debt ” shall mean that certain Third Amended and Restated Credit Agreement, dated as of September 20, 2013, among

certain Affiliates of Brookdale, as borrowers, General Electric Capital Corporation, as Administrative Agent, and the other financial institutions
party thereto, as lenders, which is secured in part by a mortgage or deed of trust recorded against the BKD CCRC Facilities known as “Lake
Seminole Square” and “ Galleria Woods”.


“ Golf Course ” shall have the meaning set forth in the Recitals hereof.


23

Page 148

EXHIBIT 32




CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of Brookdale Senior Living Inc. (the "Company") for the period ended June 30, 2014, as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), T. Andrew Smith, as Chief Executive Officer of the
Company, and Mark W. Ohlendorf, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.











/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Chief Executive Officer
Date: August 11, 2014

/s/ Mark W. Ohlendorf
Name: Mark W. Ohlendorf
Title: Chief Financial Officer
Date: August 11, 2014

Similer Documents