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 30, 2005 (December 30, 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 30, 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 stock purchase agreement (the
"Agreement") on the date hereof by its wholly-owned subsidiary, Brookdale Living
Communities, Inc.("BLC") with Capstead Mortgage Corporation ("Capstead") to
purchase all of the shares of capital stock of CMCP Properties Inc., a
wholly-owned subsidiary of Capstead. The Agreement closed on the date hereof.
For a description of the material terms of the acquisition, see Item 2.01 below.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 30, 2005, the Company issued a press release, attached
hereto and incorporated herein by reference as Exhibit 99.1, announcing the
completion by BLC of the acquisition of all of the shares of capital stock of
CMCP Properties Inc. from Capstead. The purchase is structured as a stock
transaction, at a total cost of $181 million, including a $57.5 million cash
payment to Capstead. The portfolio is comprised of 6 independent and assisted
living facilities, containing a total of 1,394 units and is located in Florida,
Georgia, Virginia, Ohio and Texas (the "CMCP Properties"). Subsidiaries of the
Company have leased and operated the CMCP Properties since 2002. Other than the
lease agreements, there are no material relationships between Capstead and the
Company or any of its affiliates and the purchase price consideration was
determined by arms' length negotiation between the parties.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of Business Acquired.
To the extent required by this item, the financial statements will be filed by
an amendment to this Current Report on Form 8-K within the time period permitted
under Item 9.01(a)(4) of Form 8-K (but in any event not later than March 20,
2006).
(b) Pro Forma Financial Information.
To the extent required by this item, the pro forma financial information will be
filed by an amendment to this Current Report on Form 8-K within the time period
permitted by Item 9.01(b)(2) of Form 8-K (but in any event not later than March
20, 2006).
(c) Exhibits
2.1 Stock Purchase Agreement, dated December 30, 2005, by and between
Brookdale Communities, Inc. and Capstead Mortgage Corporation.*
99.1 Press Release dated December 30, 2005.
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Reg. S-K. The
Company agrees to furnish supplementally a copy of any omitted schedule to
the Commission upon request.
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 30, 2005
EXHIBIT INDEX
Exhibit Number Exhibit
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2.1 Stock Purchase Agreement, dated December 30, 2005, by and between
Brookdale Communities, Inc. and Capstead Mortgage Corporation.*
99.1 Press Release dated December 30, 2005
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Reg. S-K. The
Company agrees to furnish supplementally a copy of any omitted schedule to
the Commission upon request.