8-K

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) June 1, 2009 (June 1, 2009)

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32641	20-3068069
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
111 Westwood Place, Suite 200, Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (615) 221-2250

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 June 1, 2009, in conjunction with the public offering described in Item 7.01 below, at the Company’s request Brookdale Senior Living Inc. (the “Company”) entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “First Amendment”), pursuant to which the maximum revolving loans that can be outstanding at any time under the Second Amended and Restated Credit Agreement, dated as of February 27, 2009, among the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto, will be reduced to $75 million.

Pursuant to the First Amendment, the Company has been given greater flexibility to make acquisitions by increasing aggregate permitted cash consideration from $10 million to $100 million, to make capital expenditures up to $30 million per quarter and to incur an additional $20 million in liens and letters of credit.

Additionally, the First Amendment eliminates the requirements that Fortress Investment Group LLC (“Fortress”) and certain of its affiliates maintain at least 40% ownership of the Company’s common stock and a majority of the voting power for the election of directors. The First Amendment modifies the definition of Change of Control to mean the occurrence of either of the following events: (a) the acquisition of beneficial ownership by any person or group (other than Fortress and certain of its affiliates, and certain employee benefits plans and their administrators) of 35% or more of the combined voting power of the voting stock of the Company on a fully diluted basis or (b) the board of directors of the Company shall cease to consist of a majority of the current directors or their approved replacements.

The effectiveness of the First Amendment is conditioned on, among other matters, the closing of the public offering of the Company’s common stock referenced above and the repayment of all outstanding loans (which may then be reborrowed up to a maximum of $75 million, inclusive of any outstanding letters of credit) on or before June 10, 2009.

The foregoing summary of certain provisions of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

Section 2 — Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the First Amendment, as set forth in Item 1.01 of this report, is incorporated herein by reference.

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Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

On June 1, 2009, the Company issued a press release announcing that it plans to raise $150 million in a public offering of its common stock. The Company expects to grant the underwriters an option for 30 days to purchase up to an additional $22.5 million of its common stock to cover over-allotments, if any. Goldman, Sachs & Co., Merrill Lynch & Co. and Barclays Capital Inc. will serve as Joint Book-Running Managers for the offering. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference in its entirety.

On June 1, 2009, the Company also announced that its occupancy has remained stable from February 2009 through May 2009, that the current amount of cash borrowings on its credit agreement is $125.0 million, and that with anticipated cash flow growth, the Company’s target is to reduce corporate leverage to approximately 6.0x annualized Adjusted EBITDA.

See the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 11, 2009, for an explanation of how the Company defines Adjusted EBITDA, a detailed description of why the Company believes such measure is useful, the limitations of Adjusted EBITDA, and a reconciliation of net loss to Adjusted EBITDA.

The information furnished pursuant to this item (including Exhibit 99.1 hereto) shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
10.1	First Amendment, dated as of June 1, 2009, to the Second Amended and Restated Credit Agreement, dated as of February 27, 2009, among the Company, certain of its subsidiaries, the several lenders parties thereto, and Bank of America, N.A., as administrative agent.
99.1	Press Release dated June 1, 2009.

3

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/ T. Andrew Smith  

T. Andrew Smith 

Executive Vice President, General Counsel
and Secretary 

Date: June 1, 2009

4

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	First Amendment, dated as of June 1, 2009, to the Second Amended and Restated Credit Agreement, dated as of February 27, 2009, among the Company, certain of its subsidiaries, the several lenders parties thereto, and Bank of America, N.A., as administrative agent.
99.1	Press Release dated June 1, 2009

5

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER

          FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of June 1, 2009 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 27, 2009 (the “Existing Credit Agreement”), among BROOKDALE SENIOR LIVING INC., a Delaware corporation (the “Borrower”), the guarantors party thereto from time to time (the “Guarantors”), the several banks and other financial institutions or entities parties to the Existing Credit Agreement (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and L/C Issuer.

W I T N E S S E T H:

          WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that it intends to issue common stock (the “June Equity Offering”) on or around June 10, 2009 and apply the proceeds thereof (or the portion thereof required to repay the outstanding amount of the Loans in full) to the reduction of the outstanding Obligations, as required by the Existing Credit Agreement;

          WHEREAS, in anticipation of the June Equity Offering, the Borrower has requested that the Lenders amend the Existing Credit Agreement as set forth herein;

          WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that a collective bargaining agreement (the “Collective Bargaining Agreement”) covering five employees of the Loan Parties existed as of the Closing Date and, therefore, the Borrower’s representation in Section 6.21 of the Credit Agreement was inaccurate when made;

          WHEREAS, the Borrower has requested that the Lenders waive any Event of Default arising as a result of the Borrower’s failure to disclose the Collective Bargaining Agreement and the making of the representation in Section 6.21 (the “Collective Bargaining Default”);

          WHEREAS, the Lenders have agreed to amend the Existing Credit Agreement solely upon the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

          1. Defined Terms. Unless otherwise noted herein, terms defined in the Existing Credit Agreement and used herein shall have the meanings given to them in the Existing Credit Agreement. The term “Amended Credit Agreement” means the Existing Credit Agreement, as amended hereby.

          2. Amendments to Credit Agreement. The Existing Credit Agreement is hereby amended as follows:

     (A) Amendments to Section 1.01. Section 1.01 of the Existing Credit Agreement is hereby amended as follows:

     (i) Change of Control. The definition of “Change of Control” is hereby deleted in its entirety and replaced with the following:

     “Change of Control” means the occurrence of either of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding (i) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan or (ii) the Permitted Investors) becomes the “beneficial owner” (as defined in Rules 13d 3 and 13d 5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the combined voting power of all Voting Stock of the Borrower on a fully diluted basis or (b) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors.

     (ii) The definition of “Continuing Directors” is hereby deleted in its entirety and replaced with the following:

     “Continuing Directors” means, the directors of the Borrower on the Closing Date, and each other director of the Borrower, if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors.

     (iii) The definition of “Permitted Acquisition” is hereby amended as follows:

     (a) Clause (f) is hereby deleted in its entirety and replaced with the following:

     (f) the aggregate amount of cash consideration with respect to all such Acquisitions (including the amount of any assumed Indebtedness, deferred purchase price and any earn-out payments) in the aggregate, during the term of this Agreement shall not exceed $100,000,000; and

     (b) A new clause (g) is hereby added which shall read as follows:

     (g) after giving effect to such Acquisition, (I) if the aggregate amount of cash consideration with respect to all such Acquisitions (including the amount of any assumed Indebtedness, deferred purchase price and any earn-out payments), including the amount of cash consideration paid in connection with such Acquisition, is less than $50,000,000, then there shall be at least $20,000,000 of borrowing availability and (II) if the aggregate amount of cash consideration with respect to all such Acquisitions (including the amount of any assumed Indebtedness, deferred purchase price and any earn-out payments), including the amount of cash consideration paid in connection with such Acquisition, is $50,000,000 or more, then there shall be at least $40,000,000 of borrowing availability.

     (B) Amendments to Section 2.05. Section 2.05 of the Existing Credit Agreement is hereby amended as follows:

     (i) Sections 2.05(b)(ii), (iii), (iv) and (v) are hereby deleted in their entirety and replaced with the following:

     (ii) [reserved];

     (iii) [reserved];

     (iv) [reserved];

     (v) [reserved];

     (ii) Section 2.05(b)(vi)(B) is hereby deleted in its entirety and replaced with the following:

     (B) [reserved].

     (C) Amendment to Section 2.06(b). Section 2.06(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

     (b) [reserved].

     (D) Amendment to Section 6.21. Section 6.21 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

     There are no collective bargaining agreements or Multiemployer Plans covering the employees of any Loan Party or any Subsidiary as of the Closing Date, other than a collective bargaining agreement with the Service Employees International Union, Local No. 1, which covered five (5) janitorial service technicians at a single community. Pursuant to such agreement, the Borrower’s Subsidiary made contributions on behalf of such service technicians to union pension and welfare funds. Said agreement expired in November 2008. However, pursuant to applicable law, the Borrower’s Subsidiary continues to honor the terms of the agreement and to make contributions to those funds. No Loan Party or Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty in the five years preceding the Closing Date.

     (E) Amendment to Section 7.03. Section 7.03 of the Existing Credit Agreement is hereby amended by deleting clause (e) in its entirety and replacing it with the following:

     (e) [reserved];

     (F) Amendment to Section 7.14. Section 7.14(c) of the Existing Credit Agreement is hereby amended by deleting clause (iv) in its entirety and replacing it with the following:

     (iv) simultaneously with any such release, the Borrower shall have prepaid the Loans (to be applied first ratably to the L/C Borrowings, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations (with a corresponding reduction in the Aggregate Revolving Commitments)) in an amount equal to the greater of (A) 100% of the Net Cash Proceeds received by such Loan Party (to the extent such release is in connection with a Disposition of such Mortgaged Property or a Debt Issuance with respect to such Mortgaged Property) and (B) 95% of the Allocated Amount of such Mortgaged Property.

     (G) Amendment to Section 8.01. Section 8.01 of the Existing Credit Agreement is hereby amended by deleting clause (s) in its entirety and replacing it with the following:

     (s) Liens on cash and Cash Equivalents pledged by the Borrower and its Subsidiaries to secure Indebtedness permitted by Section 8.03(f) in an amount not to exceed $35,000,000 at any time outstanding;

     (H) Amendment to Section 8.03. Section 8.03 of the Existing Credit Agreement is hereby amended by deleting clause (f) in its entirety and replacing it with the following:

     (f) Indebtedness consisting of obligations arising under letters of credit in an aggregate face amount not to exceed $82,500,000 at any one time outstanding;

     (I) Amendment to Section 8.15. Section 8.15 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

     Permit Consolidated Capital Expenditures to exceed (a) from the period beginning on the Closing Date and ending on the last day of the first full fiscal quarter following the Closing Date, $40,000,000 and (b) for any fiscal quarter thereafter, $30,000,000; provided, that any unused amounts for any fiscal quarter may be carried forward and used in the next succeeding fiscal quarters by the Borrower and its Subsidiaries; provided, further, in no event shall the Borrower permit Consolidated Capital Expenditures to exceed $100,000,000 in any fiscal year of the Borrower.

     (J) Schedule 2.05(b). Schedule 2.05(b) is hereby deleted in its entirety.

          3. Commitment Reduction. The Borrower has requested that the Aggregate Revolving Commitments be permanently reduced to $75,000,000 in accordance with Section 2.06(a) of the Existing Credit Agreement. The notice of such reduction required by Section 2.06(a) is hereby waived and the Administrative Agent and the Required Lenders agree that the Borrower shall have complied with the mandatory prepayment set forth in Section 2.05(b)(i) if the Net Cash Proceeds of the June Equity Offering are paid to the Administrative Agent as required below and, after payment thereof, the Total Revolving Outstandings are reduced to an amount no greater than the amount of the Aggregate Revolving Commitments after giving effect to this Amendment (i.e., $75,000,000).

          4. Waiver. The Administrative Agent and the Required Lenders hereby waive, on a limited one-time basis the Collective Bargaining Default This waiver shall be effective only in the specific circumstances provided for above and only for the purposes for which given.

          5. Conditions to Effectiveness. This Amendment shall become effective on the date on which all of the conditions set forth in this Section have been satisfied (the “First Amendment Effective Date”).

     (a) Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of the Borrower, each Guarantor, the Administrative Agent and the Required Lenders.

     (b) Amendment Fee. The Administrative Agent shall have received, for the account of each Lender which executes this Agreement before the close of business on June 1, 2009

(each, an “Executing Lender”) an amendment fee in amount equal to $7,500 per Executing Lender.

     (c) June Equity Offering; Payment of Proceeds. The Borrower shall successfully complete the June Equity Offering and receive gross proceeds therefrom in an amount not less than $125,000,000. The Borrower shall pay to the Administrative Agent for the prepayment of the Loans an amount equal to 100% of the Net Cash Proceeds (but in no event an amount in excess of the aggregate amount of Loans then outstanding) received by the Loan Parties in connection with the June Equity Offering by not later than the close of business on June 10, 2009 as required by, and to be applied in accordance with, Section 2.05 of the Existing Credit Agreement as in effect prior to giving effect to this Amendment (it being agreed that in no event shall the Borrower be required to use any of such Net Cash Proceeds to Cash Collateralize any of the L/C Obligations).

          6. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each Lender that as of the First Amendment Effective Date (before and after giving effect to this Amendment):

     (a) Each Loan Party has the requisite power and authority to make, deliver and perform this Amendment.

     (b) Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with this Amendment, or the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. This Amendment has been duly executed and delivered on behalf of each Loan Party that is a party hereto. This Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     (c) The execution, delivery and performance of this Amendment will not violate any requirement of Law or any contractual obligation of the Borrower, any Guarantor or any of their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any requirement of Law or any such contractual obligation (other than the Liens created by the Collateral Documents).

     (d) Each of the representations and warranties made by any Loan Party herein or in or pursuant to the Loan Documents is true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date, unless such representation or warranty is qualified by “materiality” or “Material Adverse Effect” or similar language, in which case, such representation or warranty is true and correct in all respects as of the First Amendment Effective Date (except that, in either case, any representation or warranty which by its terms is made as of an earlier date shall be true and correct as of such earlier date).

     (e) The Borrower and the other Loan Parties have performed in all material respects all agreements and satisfied all conditions which this Amendment and the other Loan Documents

provide shall be performed or satisfied by the Borrower or the other Loan Parties on or before the First Amendment Effective Date.

     (f) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Amendment.

          7. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby (including, without limitation, the reasonable fees and disbursements of counsel).

          8. Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Existing Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments and waivers contained herein shall not be construed as a waiver or amendment of any other provision of the Existing Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrower that would require the waiver or consent of the Administrative Agent or the Lenders.

          9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          10. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

          11. Binding Effect. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in part prior to effectiveness hereof).

          12. Headings, etc. Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

          13. Reaffirmation of Guaranty and Pledge. The Borrower and each Guarantor hereby (a) consents to the transactions contemplated by this Amendment, and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Security Agreement and the Pledge Agreement are, and shall remain, in full force and effect after giving effect to this Amendment.

[remainder of page intentionally left blank]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BORROWER:	BROOKDALE SENIOR LIVING INC.
	By:	/s/ T. Andrew Smith
		Name:	T. Andrew Smith
		Title:	Executive Vice President and Secretary

GUARANTORS:	AHC PROPERTIES, INC., a Delaware corporation
	By:	/s/ T. Andrew Smith
	Name:	T. Andrew Smith
	Title:	Executive Vice President and Secretary
	AHC RICHLAND HILLS, LLC, a Delaware limited liability company
	By:	/s/ T. Andrew Smith
	Name:	T. Andrew Smith
	Title:	Executive Vice President and Secretary
	AHC STERLING HOUSE OF HARBISON, LLC, a Delaware limited liability company
	By:	/s/ T. Andrew Smith
	Name:	T. Andrew Smith
	Title:	Executive Vice President and Secretary
	ALS CANADA, INC., a Delaware corporation
	By:	/s/ T. Andrew Smith
	Name:	T. Andrew Smith
	Title:	Executive Vice President and Secretary
	ALS HOLDINGS INC., a Delaware corporation
	By:	/s/ T. Andrew Smith
	Name:	T. Andrew Smith
	Title:	Executive Vice President and Secretary

ALS NORTH AMERICA INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ALTERNATIVE LIVING SERVICES NEW YORK, INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
AMERICAN RETIREMENT CORPORATION, a Tennessee corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ARC BRADENTON RC, INC., a Tennessee corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ARC EPIC HOLDING COMPANY, INC., a Tennessee corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

ARC HDV, LLC, a Tennessee limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ARC LOWRY, LLC, a Tennessee limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ARC LP HOLDINGS, LLC, a Tennessee limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ARC PHARMACY SERVICES, LLC, a Tennessee limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
ARCPI HOLDINGS, INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

BKD STERLING HOUSE OF LAWTON, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BLC NOVI-GC, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BLC-AH INVESTOR ACQUISITION, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BLC-GC MEMBER, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BLC-GC MEMBER, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

BROOKDALE DEVELOPMENT, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BROOKDALE LIVING COMMUNITIES OF TEXAS-II, INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BROOKDALE OPERATIONS, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

BROOKDALE SENIOR LIVING COMMUNITIES, INC., a Delaware corporation, f/k/a Alterra Healthcare Corporation, a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BROOKDALE SENIOR LIVING INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
BROOKDALE WELLINGTON, INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
CAROLINA HOUSE OF BLUFFTON, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
CAROLINA HOUSE OF HILTON HEAD, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

FEBC-ALT HOLDINGS INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
FEBC-ALT INVESTORS, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
FIT PATRIOT HEIGHTS GP INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
FIT RAMSEY LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
FIT REN HOLDINGS GP INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

FIT REN LLC, a Delaware limited liability company
By: Name:	/s/ T. Andrew Smith T. Andrew Smith
Title:	Executive Vice President and Secretary
FIT REN MIRAGE INN LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
FIT REN NOHL RANCH LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
FIT REN OAK TREE LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

FIT REN OCEAN HOUSE LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
FIT REN PACIFIC INN LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
FIT REN PARK LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
FIT REN PAULIN CREEK LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary

FIT REN THE GABLES LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
FIT REN THE LEXINGTON LP, a Delaware limited partnership
By: FIT REN Holdings GP Inc., a Delaware corporation, its general partner
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
FIT ROBIN RUN GP INC., a Delaware corporation
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
FREEDOM GROUP NAPLES MANAGEMENT COMPANY, INC., a Tennessee corporation
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary

SALI ACQUISITION 1-A/GP, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
SALI ACQUISITION 1-A/LP, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
SALI ACQUISITION III/GP, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
SALI ACQUISITION III/LP, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
SALI ASSETS, LLC, a North Carolina limited liability company
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary

SOUTHERN ASSISTED LIVING, INC., a North Carolina corporation
By:	/s/ T. Andrew Smith
Name: T. Andrew Smith
Title: Executive Vice President and Secretary
AH ILLINOIS-HUNTLEY OWNER, LLC, an Ohio limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
AH ILLINOIS-HUNTLEY MEMBER, LLC, an Ohio limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary
INNOVATIVE SENIOR CARE REHABILITATION AGENCY OF LOS ANGELES, LLC, a Delaware limited liability company
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	Executive Vice President and Secretary

ADMINISTRATIVE
AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Kevin L. Ahart
	Name:	Kevin L. Ahart
	Title:	Vice President

LENDERS:	BANK OF AMERICA, N.A., as a Lender and L/C Issuer
	By:	/s/ Zubin R. Shroff
	Name:	Zubin R. Shroff
	Title:	Vice President

FORTRESS CREDIT FUNDING III LP, as a Lender
By: Fortress Credit Funding III GP LLC, its general partner
By:	/s/ Constantine M. Dakolias
Name:	Constantine M. Dakolias
Title:	President
FORTRESS CREDIT FUNDING I LP, as a Lender
By: Fortress Credit Funding I GP LLC, its general partner
By:	/s/ Constantine M. Dakolias
Name:	Constantine M. Dakolias
Title:	President
FORTRESS CREDIT OPPORTUNITIES I LP, as a Lender
By: Fortress Credit Opportunities I GP LLC, its general partner
By:	/s/ Constantine M. Dakolias
Name:	Constantine M. Dakolias
Title:	Prisident

CITICORP N.A., INC., as a Lender
By:	/s/ Blake Gronich
Name:	Blake Gronich
Title:	Vice President

GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender
By:	/s/ Andrew Caditz
Name:	Andrew Caditz
Title:	Authorized Signatory

VENTAS, INC., a Delaware corporation, as a Lender
By:	/s/ T. Richard Riney
Name:		T. Richard Riney
Title:		Chief Administrative Officer and General Counsel

NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation, as a Lender
By:	/s/ Abdo H. Khoury
Name:		Abdo H. Khoury
Title:		Chief Financial & Portfolio Officer Executive Vice President

HEALTH CARE REIT, INC., as a Lender
By:	/s/ Erin C. Ibele
Name:		Erin C. Ibele
Title:		Senior Vice President — Administration and Corporate Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:
Brookdale Senior Living Inc.
Ross Roadman 615-376-2412

Brookdale Announces Public Offering of $150 million of Common Stock

Nashville, TN. June 1, 2009— Brookdale Senior Living Inc. (NYSE: BKD) (the “Company”) announced today that it plans to raise $150 million in a public offering of its common stock. The Company expects to grant the underwriters an option for 30 days to purchase up to an additional $22.5 million of its common stock to cover over-allotments, if any. Goldman, Sachs & Co., Merrill Lynch & Co. and Barclays Capital Inc. will serve as Joint Book-Running Managers for the offering.

The Company intends to use the net proceeds from the offering to repay the $125 million of indebtedness that is currently outstanding under its credit agreement, and the remainder for working capital and other general corporate purposes.

The offering is being made pursuant to a shelf registration statement filed with the Securities and Exchange Commission, which became effective on May 22, 2009. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004, Attention: Prospectus Department (212-902-1171); or through Merrill Lynch & Co., 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department; or through Barclays Capital Inc., c/o Broadridge Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, email: Barclaysprospectus@broadridge.com, toll-free: 1 (888) 603-5847.

About Brookdale Senior Living

Brookdale Senior Living Inc. is a leading owner and operator of senior living communities throughout the United States. The Company is committed to providing an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. Currently the Company owns and operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with 547 communities in 35 states and the ability to serve approximately 52,000 residents.

Safe Harbor

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements relating to our plans to make a public offering, the anticipated issuance of common stock by the Company, our operational initiatives and our expectations regarding their effect on our results; our expectations regarding occupancy, revenue, expense levels, the demand for senior housing, acquisition opportunities and asset dispositions; our belief regarding our growth prospects; our ability to secure financing or repay, replace or extend existing debt at or prior to maturity; our ability to remain in compliance with all of our debt and lease agreements (including the financial covenants contained therein); our expectations regarding liquidity; our plans to deleverage; our expectations regarding financings and refinancings of assets; our plans to generate growth organically through occupancy improvements, increases in annual rental rates and the achievement of operating efficiencies and cost savings; our plans to expand our offering of ancillary services (therapy and home health); our plans to expand existing communities; the expected project costs for our expansion program; our expected levels of expenditures and reimbursements (and the timing thereof); the anticipated cost and expense associated with the resolution of pending litigation and our expectations regarding the disposition thereof; our expectations for the performance of our entrance fee communities; our ability to anticipate, manage and address industry trends and their effect on our business; and our ability to increase revenues, earnings, Adjusted EBITDA, Cash From Facility Operations, and/or Facility Operating Income. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “would,” “project,” “predict,” “continue,” “plan” or other similar words or expressions. Forward-looking statements are based on certain assumptions or estimates, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition, or state other forward-looking information. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from

these forward-looking statements include, but are not limited to, the risk associated with the current global economic crisis and its impact upon capital markets and liquidity; our inability to extend (or refinance) debt as it matures or replace our amended credit facility when it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term operating lease payments; the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; the risk that we may be required to post additional cash collateral in connection with our interest rate swaps; the risk that continued market deterioration could jeopardize certain of our counterparties’ obligations; changes in governmental reimbursement programs; our limited operating history on a combined basis; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; our ability to integrate acquisitions into our operations; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; increased competition for skilled personnel; increased union activity; departure of our key officers; increases in market interest rates; environmental contamination at any of our facilities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; and other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. 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 our management’s views as of the date of this press release. The factors discussed above and the other factors noted in our SEC filings from time to time could cause our actual results to differ significantly from those contained in any forward-looking statement. We cannot guarantee future results, levels of activity, performance or achievements and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.