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) February 8, 2006 (February 7, 2006)

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32641	20-3068069
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

330 North Wabash, Suite 1400, Chicago, Illinois	60611
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 977-3700

(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):

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 February 7, 2006, Brookdale Senior Living Inc. (the "Company") issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing that it entered into a material definitive agreement to acquire six properties from AEW Capital Management in exchange for $209.5 million. The parties to the agreement are BLC Acquisitions, Inc., a wholly-owned subsidiary of the Company, as buyer, and PG Santa Monica Senior Housing, LP; PG Tarzana Senior Housing, LP; PG Chino Senior Housing, LP; The Fairways Senior Housing, LLC; AEW/Careage – Federal Way, LLC; AEW/Careage – Bakersfield, LLC; and AEW/Careage – Bakersfield SNF, LLC, as sellers. The Company intends to fund the acquisition with approximately $136 million of senior mortgage debt, and the balance of the purchase price, $74 million, will be funded with cash.

The portfolio is comprised of six independent living, assisted living and CCRC facilities, containing a total of 1,017 units/beds located in California, Washington and Ohio. Currently, the properties are managed by three different operators. The transaction is expected to close during the first quarter of 2006 and is subject to customary closing conditions and possible multiple closings. Following the closing, Brookdale may sell up to 50% of its investment to a third-party investor in exchange for increased management fees.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated February 7, 2006

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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                                  

Deborah C. Paskin

Executive Vice President, General Counsel

and Secretary

Date: February 8, 2006

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press Release dated February 7, 2006

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EX-99

Exhibit 99.1

 

Contact:	FOR IMMEDIATE RELEASE
Francie Nagy Investor Relations Tel: +1-212-515-4625

Brookdale Signs Agreement to Acquire 6 Facilities from AEW Capital Management

^{___________________________________________________________________________________}

Chicago, IL. February 7, 2006 – Brookdale Senior Living Inc. (NYSE: BKD) announced today that it signed a definitive agreement to acquire 6 properties from AEW Capital Management for $209.5 million. The Company intends to fund the acquisition with approximately $136 million of senior mortgage debt, and the balance of the purchase price, $74 million, will be funded with cash.

The portfolio is comprised of 6 independent living, assisted living and CCRC facilities, containing a total of 1,017 units/beds located in California, Ohio and Washington. Currently, the properties are managed by three different operators. The transaction is expected to close during the first quarter of 2006 and is subject to customary closing conditions and possible multiple closings. Following the closing, Brookdale may sell up to 50% of its investment to a third-party investor in exchange for increased management fees.

Since its IPO in November 2005, Brookdale has purchased or has committed to purchase $743 million in senior housing assets representing 9,015 units/beds (subject, in certain cases, to the completion of due diligence). If all transactions were to close, Brookdale would invest approximately $314 million in equity in these transactions. The Company will use its existing cash and a corporate acquisition line to fund the equity component of these acquisitions.

About Brookdale Senior Living

Brookdale Senior Living Inc. is a leading owner and operator of senior living facilities 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. The Company owns and operates independent, assisted and dementia-care facilities, with a total of 381 facilities in 31 states and the ability to serve approximately 30,000 residents.

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to our ability to close the acquisition, satisfaction of closing conditions, obtaining consents, the exercise of our due diligence termination rights, and the timing of the closing of the acquisition. Words such as "expect(s)" and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements; Brookdale can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Brookdale's expectations include, but are not limited to, whether conditions to the closing of the transaction will not be satisfied and other risks detailed from time to time in Brookdale's SEC reports. Such forward-looking statements speak only as of the date of this press release. Brookdale expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

For more information regarding Brookdale and to be added to our email distribution list, please visit http://www.brookdaleliving.com.