NASHVILLE, Tenn., Sept. 27, 2021 /PRNewswire/ -- Brookdale
Senior Living Inc. (NYSE: BKD) ("Brookdale") today announced that
it proposes to offer $200 million
aggregate principal amount of convertible senior notes due 2026
(the "notes"), subject to market conditions and other factors. The
notes are to be offered and sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.
Brookdale also intends to grant to the initial purchasers of the
notes an option to purchase, within a 13-day period beginning on,
and including, the date on which the notes are first issued, up to
an additional $30 million aggregate
principal amount of the notes.
The notes will be senior unsecured obligations of Brookdale, and
interest will be payable semi-annually in arrears. The notes will
mature on October 15, 2026 unless
redeemed, repurchased or converted prior to such date. Upon
conversion, the notes may be settled in shares of Brookdale common
stock, cash or a combination of cash and shares of Brookdale common
stock, at Brookdale's election. The interest rate, initial
conversion rate, offering price, and other terms are to be
determined by negotiations between Brookdale and the initial
purchasers.
Brookdale expects to use the net proceeds from the offering,
including any additional proceeds if the initial purchasers
exercise their option to purchase additional notes, for general
corporate purposes, including refinancing or repaying maturing and
other debt, and to pay the cost of the capped call transactions
described below.
In connection with the pricing of the notes, Brookdale expects
to enter into privately negotiated capped call transactions with
one or more of the initial purchasers of the notes or their
respective affiliates or other financial institutions (the "capped
call counterparties"). The capped call transactions will initially
cover, subject to customary anti-dilution adjustments, the number
of shares of Brookdale common stock that will initially underlie
the notes. The capped call transactions are expected generally to
reduce or offset potential dilution to holders of Brookdale's
common stock upon conversion of the notes and/or offset the
potential cash payments that Brookdale could be required to make in
excess of the principal amount of any converted notes upon
conversion thereof, with such reduction and/or offset subject to a
cap based on the cap price. If the initial purchasers of the notes
exercise their option to purchase additional notes, Brookdale
expects to enter into additional capped call transactions with
capped call counterparties.
In connection with establishing their initial hedge of the
capped call transactions, Brookdale has been advised that the
capped call counterparties or their respective affiliates expect to
enter into various derivative transactions with respect to
Brookdale common stock and/or purchase Brookdale common stock
concurrently with, or shortly after, the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Brookdale common stock at that time.
In addition, the capped call counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Brookdale common
stock and/or purchasing or selling Brookdale common stock or other
securities in secondary market transactions following the pricing
of the notes and prior to the maturity of the notes (and are likely
to do so during any observation period related to a conversion of
the notes). This activity could also cause a decrease or avoid an
increase in the market price of Brookdale common stock or the
notes, which could affect noteholders' ability to convert the notes
and, to the extent the activity occurs during any observation
period related to a conversion of notes, it could affect the amount
and value of the consideration that noteholders will receive upon
conversion of such notes.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
Brookdale common stock, if any, into which the notes are
convertible) and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.
The notes and any shares of common stock issuable upon
conversion of the notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the
United States absent registration or an applicable exemption
from such registration requirements.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to various risks and uncertainties and
include all statements that are not historical statements of fact
and those regarding Brookdale's intent, belief or expectations.
Forward-looking statements are generally identifiable by use of
forward-looking terminology such as "may," "will, "could,"
"potential," "intend," "expect," "estimate," "believe," "plan," or
other similar words or expressions, and include statements
regarding the notes offering, the anticipated use of proceeds, the
capped call transactions, and other future events. These
forward-looking statements are based on certain assumptions and
expectations, and Brookdale's ability to predict results or the
actual effect of future plans or strategies is inherently
uncertain. Although Brookdale believes that expectations reflected
in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that its assumptions or
expectations will be attained and actual results and performance
could differ materially from those projected. Factors which could
have a material adverse effect on Brookdale's operations and future
prospects or which could cause events or circumstances to differ
from the forward-looking statements include, but are not limited
to, Brookdale's ability to consummate the offering of the notes
within the timing and at the price that it anticipates; its ability
to enter into the capped call transactions on the timing and at the
price that it anticipates; changes in the terms of the notes and
the capped call transactions; and the risks detailed from time to
time in Brookdale's filings with the Securities and Exchange
Commission ("SEC"), including those set forth its Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q. When considering
forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in such SEC filings.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements, which reflect management's views as of
the date of this press release. Brookdale cannot guarantee future
results, levels of activity, performance or achievements, and,
except as required by law, it expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
About Brookdale Senior Living
Brookdale Senior Living Inc., the nation's premier operator of
senior living communities, is committed to its mission of enriching
the lives of the people it serves with compassion, respect,
excellence and integrity. The Company operates independent living,
assisted living, Alzheimer's and dementia care communities, and
through its comprehensive network of services, Brookdale helps to
provide seniors with care and services to support their lifestyle
in an environment that feels like home. The Company's expertise in
healthcare, hospitality and real estate provides our residents with
opportunities to improve wellness, pursue passions and stay
connected with friends and loved ones. The Company operates and
manages 682 communities in 41 states as of August 31, 2021, with the ability to serve over
60,000 residents. Brookdale's stock trades on the New York Stock
Exchange under the ticker symbol BKD.
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SOURCE Brookdale Senior Living Inc.