Brookdale Senior Living Inc.
10/23/2024 | Press release | Distributed by Public on 10/23/2024 14:40
Material Event Form 8 K
Item 8.01. Other Events.
On October 23, 2024, Brookdale Senior Living Inc. (the "Company") filed a prospectus supplement (the "Resale Prospectus Supplement") to its previously filed automatic shelf registration statement on Form S-3 (File No. 333-268404) registering the resale of up to an aggregate of 54,968,244 shares of the Company's common stock, par value $0.01 per share (the "Shares") which may be used by the selling securityholders identified therein (the "Selling Securityholders"), to resell the Shares.
The Shares are issuable upon conversion of the Company's outstanding 3.50% Convertible Senior Notes due 2029 (the "Notes") issued pursuant to an indenture, dated as of October 3, 2024, to the Selling Securityholders pursuant to Exchange and Subscription Agreements, dated as of September 30, 2024, each by and between the Company and each Selling Securityholder. Notwithstanding the foregoing, the number of shares issuable upon conversion of the Notes is subject to the Company's right to elect to settle any such conversions in shares of Company common stock, cash or a combination of cash and shares of Company common stock. The Company will not receive any proceeds from any sale of Shares by the Selling Securityholders.
The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.