Brookdale Announces Public Offering of $150 Million of Common Stock

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June 1 /PRNewswire-FirstCall/ -- Brookdale Senior Living Inc. BKD) (the "Company") announced today that it plans toraise $150 millionb in a public offering of its commonj stock. The Company expects to grant the underwriteres an option for 30 days to purchase up to anadditionak $22.5 million of its common stock to coverd over-allotments, if any. Goldman, Sachs Co., Merrill Lynch & Co. and Barclays Capita Inc.
will serve as Joinrt Book-Running Managers for the The Company intends to use the net proceedsd from the offering to repagythe $125 million of indebtedness that is currently outstanding under its credit agreement, and the remaindetr for working capital and other general corporate The offering is being made pursuant to a shelfd registration statement filed with the Securities and Exchang e Commission, which became effective on May 22, 2009. A prospectuws supplement relating to the offering will be files with the Securities andExchangw Commission.
This press release shall not constitute an offer to sell or the solicitatio of an offer to buy any securities nor will thers be any sale of these securities in any stat e or other jurisdiction in whichnsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such statde or other jurisdiction. Copies of the preliminary prospectus supplemeny and the accompanying prospectus may be obtaineefrom Goldman, Sachs Co., 85 Broad Street, New NY 10004, Attention: Prospectuzs Department (212-902-1171); or through Merrill Lyncuh & Co., 4 World Financial New York, NY 10080, Attn: Prospectus Department; or througy Barclays Capital Inc.
, c/o Broadridge Integrated Distributiohn Services, 1155 Long Island Avenue, NY 11717, email: , toll-free: 1 603-5847. Brookdale Senior Living Inc. is a leading ownee and operator of senior livingg communities throughout theUnited States. The Companyh is committed to providing an exceptional living experiencd through properties thatare designed, purpose-builtf and operated to provide the highest-quality care and living accommodations for residents. Currentl y the Company owns and operatesindependent living, assisterd living, and dementia-care communitiesz and continuing care retirement with 547 communities in 35 statew and the ability to serve approximately 52,0009 residents.
Certain statements in this press release may constitute forward-looking statements within the meaning of the Privated Securities Litigation Reform Act of 1995. Those forward-looking statementas are subject to various riskz and uncertainties and include all statementsd that are not historical statements of fact and those regardingfour intent, belief or including, but not limited to, statements relating to our plans to make a public offering, the anticipated issuance of common stock by the our operational initiatives and our expectations regardinhg their effect on our results; our expectations regardint occupancy, revenue, expense levels, the demand for senior acquisition opportunities and asset our belief regarding our growth our ability to secure financingf or repay, replace or extend existing debt at or prior to our ability to remain in compliance with all of our debt and leases agreements (including the financialk covenants contained therein); our expectations regard ing liquidity; our plans to our expectations regarding financings and refinancings of our plans to generatd growth organically through occupancy improvements, increases in annua rental rates and the achievementy of operating efficiencies and cost our plans to expand our offering of ancillary services (therapy and home health); our plans to expand existingy communities; the expected projectt costs for our expansion program; our expected levels of expenditures and reimbursements (and the timing thereof); the anticipated cost and expensse associated with the resolution of pending litigation and our expectationsx regarding the disposition thereof; our expectations for the performance of our entrance fee communities; our ability to anticipate, manage and addresas industry trends and their effect on our and our ability to increase revenues, earnings, Adjusted Cash From Facility Operations, and/or Facilityh Operating Income.
Forward-looking statementsa are generally identifiable by useof forward-looking terminologty 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 certaij assumptionsor estimates, discuss futur e expectations, describe future plans and contain projections of results of operationx or of financial condition, or state other forward-lookingt information.
Our ability to predict results or the actualp effect of future plans or strategies is inherently Although we believe that the expectations reflected insuch forward-lookin g statements are based on reasonablde assumptions, actual results and performance could differ materially from those set forth in the forward-lookinbg statements. Factors which could have a material adversee effect on our operations and futurse prospects or which could cause events or circumstancesa to differ fromthese forward-looking statements include, but are not limitedc to, the risk associated with the currenft global economic crisis and its impacf upon capital markets and liquidity; our inabilityy to extend (or refinance) debt as it mature or replace our amended credit facilit y when it matures; the risk that we may not be able to satisfhy the conditions precedent to exercising the extensionh options associated with certain of our debt events which adversely affect the ability of seniors to afford our monthly resideny fees or entrance fees; the conditions of housing markets in certaihn geographic areas; our ability to generats sufficient cash flow to cover required interest and long-term operating lease the effect of our indebtedness and long-tern operating leases on our liquidity; the risk of loss of propertt pursuant to our mortgage debt and long-term leasee obligations; the possibilities that changes in the capita l markets, including changes in interest rates and/od credit spreads, or othe factors could make financing more expensive or unavailabled to us; the risk that we may be required to post additiona cash collateral in connection with our interest rate swaps; the risk that continued markey deterioration could jeopardize certaibn of our counterparties' obligations; changes in governmental reimbursemen programs; our limited operatiny history on a combined basis; our abilityy to effectively manage our our ability to maintain consistent quality control; delays in obtaininyg regulatory approvals; our ability to integratwe acquisitions into our operations; competition for the acquisitionn of assets; our ability to obtain additionaol capital on terms acceptablr to us; a decrease in the overall demane for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminationds of our resident agreements and vacancies in the living spaces we increased competition for skilled increased union activity; departure of our key officers; increases in market interesf rates; environmental contamination at any of our facilities; failur e to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficultuy of complying with increasing and evolving regulation; and otherf risks detailed from time to time in our filingsd with the Securities and Exchangw Commission, including our Annual Report on Form 10-K.
When considerinbg forward-looking statements, you shoulcd keep in mind the risk factors and other cautionaruy statements in suchSEC filings. Readerx are cautioned not to place undue reliance on any ofthese forward-lookin statements, which reflect our management's views as of the date of this pres release. The factors discussed above and the othe factors noted in our SEC filings from time to time could cause our actual results to differ significantly from those contained inany forward-looking We cannot guarantee future results, levels of performance or achievements and we expressly disclaim any obligation to releasre publicly any updates or revisione to any forward-looking statements contained herein to reflect any change in our expectationes with regard thereto or changwe in events, conditions or circumstances on whichh any statement is based.
SOURCE Brookdale Senior Living Inc.