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):
December 21, 2005 (December 21, 2005)
Brookdale Senior Living Inc.
(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, 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 19a-12 under the Exchange Act
(17 CFR 240.19a-12)
[ ] Pre-commencement communications pursuant to Rule 19d-2(b) under the
Exchange Act (17 CFR 240.19d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On December 21, 2005, Brookdale Senior Living Inc. (the "Company")
issued a press release, attached hereto and incorporated herein by reference as
Exhibit 99.1, announcing the entry into a material definitive merger agreement
(the "Merger Agreement") on the date hereof by its wholly-owned subsidiaries,
BLC Acquisitions, Inc. ("BLC") and SALI Merger Sub Inc. ("Merger Sub"), with
Southern Assisted Living, Inc. ("SALI"), whereby Merger Sub would merge with
and into SALI. In exchange for all of issued and outstanding shares of capital
stock, options and warrants of SALI, the current shareholders, optionholders
and warrantholders of SALI would receive approximately $82.9 million in cash.
Included in the transaction are 41 senior living facilities, with 2,887
assisted living beds, that are currently leased and operated by SALI. In
addition, SALI manages one property for a third party. The facilities are
located in North Carolina, South Carolina and Virginia.
The transaction is expected to close at the end of the first quarter
of 2006 and is subject to a forty-five day due diligence period during which
BLC may terminate the Merger Agreement for any reason and without penalty, as
well as landlord consent and certain other customary closing conditions,
covenants, agreements and purchase price adjustments.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated December 21, 2005.
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: December 21, 2005
EXHIBIT INDEX
Exhibit Number Exhibit
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99.1 Press Release dated December 21, 2005