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) | | February 6, 2015 (February 6, 2015) |
| 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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| x | 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 8 — Other Events
Item 8.01 Other Events.
On February 6, 2015, Brookdale Senior Living Inc. (the "Company") issued a press release in response to the press release and white paper issued by Sandell Asset Management. A copy of the Company's press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | | Exhibits |
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| 99.1 | | Press Release dated February 6, 2015 |
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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. |
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| Date: | February 6, 2015 | | By: | | /s/ Chad C. White |
| | | Name: | Chad C. White |
| | | Title: | Senior Vice President, Co-General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. | | Exhibit |
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| 99.1 | | Press Release dated February 6, 2015 |
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