UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| FORM 8-K |
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CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported) | | June 1, 2011 (June 1, 2011) |
| Brookdale Senior Living Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-32641 | 20-3068069 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
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| 111 Westwood Place, Suite 400, Brentwood, Tennessee | 37027 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | | (615) 221-2250 |
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| (Former name or former address, if changed since last report.) |
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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): |
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
On June 1, 2011, Brookdale Senior Living Inc. (the “Company”) issued a press release (i) announcing that it had entered into a definitive agreement to acquire 100% of the equity interests in Horizon Bay Realty, L.L.C. (“Horizon Bay”) and that it had entered into definitive agreements to restructure Horizon Bay’s existing relationship with HCP, Inc., and (ii) providing commentary on the Company’s quarter-to-date operating results for the second quarter and outlook for the remainder of 2011. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference in its entirety.
The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | | Exhibits |
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| 99.1 | | Press Release dated June 1, 2011 |
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. |
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| Date: | June 1, 2011 | | By: | | /s/ T. Andrew Smith |
| | | Name: | T. Andrew Smith |
| | | Title: | Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit No. | | Exhibit |
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| 99.1 | | Press Release dated June 1, 2011. |
