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) February 13, 2006 (February 13,
2006)
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 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-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
The descriptions of the Credit Agreement and the Guarantee and Pledge
Agreement, each as set forth in Item 2.03 of this report, are incorporated
herein by reference.
Section 2 -- Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under and
Off-Balance Sheet Arrangement of a Registrant
On February 10, 2006, Brookdale Senior Living Inc. (the "Company")
entered into a $330.0 million credit agreement (the "Credit Agreement"),
consisting of a $250.0 million term loan, a $20.0 million revolving loan, and
a $60.0 million letters of credit commitment, with the several lenders from
time to time parties thereto, Lehman Brothers Inc., as lead arranger, LaSalle
Bank National Association, as syndication agent, Goldman Sachs Credit Partners
L.P., Citigroup Global Markets Inc., and LaSalle Bank National Association, as
co-arrangers, Goldman Sachs Credit Partners L.P. and Citicorp North America,
Inc. as co-documentation agents, and Lehman Commercial Paper Inc., as
administrative agent. A copy of the press release announcing the entering into
the Credit Agreement is attached hereto and incorporated herein by reference
as Exhibit 99.1.
In connection with the Credit Agreement, the Company and each of the
subsidiaries of the Company set forth on Schedules 1 and 2 thereto (the
"Guarantors") made a Guarantee and Pledge Agreement (the "Guarantee and Pledge
Agreement") in favor of Lehman Commercial Paper Inc., as administrative agent
for the banks and other financial institutions from time to time parties to
the Credit Agreement, pursuant to which certain of the Guarantors guarantee
the prompt and complete payment and performance when due by the Company of its
obligations under the Credit Agreement and certain of the Guarantors pledge
certain assets for the benefit of the secured parties as collateral security
for the payment and performance of the Company's obligations under the Credit
Agreement and under the guarantee. The pledged assets include, among other
things, equity interests in certain of the Company's subsidiaries, all related
books and records and, to the extent not otherwise included, all proceeds and
products of any and all of the foregoing, all supporting obligations in
respect of any of the foregoing and all collateral security and guarantees
given by any person with respect to any of the foregoing.
The term loan under the Credit Agreement is scheduled to mature on
February 10, 2007 and the revolving loan and the letters of credit commitment
is scheduled to expire on February 10, 2007. The Company has the option of
requesting a six-month extension of any or all of the maturity or expiration
dates.
At the Company's option, the term loan and the revolving loan bear
interest at either (i) the greater of (a) the prime lending rate as set forth
on the British Banking Association Telerate Page 5 plus a margin of 0.50% and
(b) the Federal Funds Effective Rate plus 1/2 of 1% plus a margin of 0.50%, or
(ii) the Eurodollar rate plus a margin of 1.50%. In connection with the
revolving loan and the letters of credit commitment, the Company will pay a
commitment fee of 0.25% per annum on the average daily amount of undrawn
funds. In connection with the term loan, the Company will pay a commitment fee
of 0.125% of the average daily amount of undrawn funds so long as the Company
draws less than $150.0 million, or 0.25% if the Company draws $150.0 million
or more.
The proceeds of the loans under the Credit Agreement shall be used to
finance a portion of acquisitions of fee-simple and leasehold ownership
interests in senior housing real estate and to pay related fees and expenses
and for general corporate purposes. The letters of credit shall be used for
the purpose of securing the payment obligation of the Company which could
properly be paid from the proceeds of the loans.
The Credit Agreement contains typical representations and covenants for
loans of this type. A violation of any of these covenants could result in a
default under the Credit Agreement, which would result in termination of all
commitments and loans under the Credit Agreement and all other amounts owing
under the Credit Agreement and other loan documents to become immediately due
and payable.
The foregoing summary of certain provisions of the Credit Agreement and
the Guaranty and Pledge Agreement is qualified in its entirety by reference to
the complete Credit Agreement filed as Exhibit 10.1 hereto and the Guaranty
and Pledge Agreement filed as Exhibit 10.2 hereto, each of which is
incorporated herein by reference.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Credit Agreement, dated as of February 10, 2006, among
Brookdale Senior Living Inc., as Borrower, the several lenders
from time to time parties thereto, Lehman Brothers Inc., as
lead arranger, LaSalle Bank National Association, as
syndication agent, Goldman Sachs Credit Partners L.P.,
Citigroup Global Markets Inc., and LaSalle Bank National
Association, as co-arrangers, Goldman Sachs Credit Partners
L.P. and Citicorp North America, Inc. as co documentation
agents, and Lehman Commercial Paper Inc., as administrative
agent.*
10.2 Guarantee and Pledge Agreement, dated as of February 10, 2006,
made by Brookdale Senior Living Inc. and certain of its
Subsidiaries in favor of Lehman Commercial Paper Inc., as
administrative agent.*
99.1 Press release dated February 10, 2006.
* 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, General Counsel
and Secretary
Date: February 13, 2006
EXHIBIT INDEX
Exhibit Number Exhibit
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10.1 Credit Agreement, dated as of February 10, 2006,
among Brookdale Senior Living Inc., as Borrower,
the several lenders from time to time parties
thereto, Lehman Brothers Inc., as lead arranger,
LaSalle Bank National Association, as syndication
agent, Goldman Sachs Credit Partners L.P.,
Citigroup Global Markets Inc., and LaSalle Bank
National Association, as co-arrangers, Goldman
Sachs Credit Partners L.P. and Citicorp North
America, Inc. as co documentation agents, and
Lehman Commercial Paper Inc., as administrative
agent.*
10.2 Guarantee and Pledge Agreement, dated as of
February 10, 2006, made by Brookdale Senior Living
Inc. and certain of its Subsidiaries in favor of
Lehman Commercial Paper Inc., as administrative
agent.*
99.1 Press Release dated February 10, 2006
* 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.