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BROOKDALE SENIOR LIVING INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

June 2, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On May 27, 2014, Brookdale Senior Living Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") and affiliates of certain funds managed by affiliates of Fortress Investment Group LLC (the "Fortress Stockholders"). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Fortress Stockholders agreed to sell to the Underwriter an aggregate of 19,421,384 shares of the Company's common stock at a price of $32.00 per share. The shares of common stock are being sold pursuant to a prospectus supplement, dated May 27, 2014, and related prospectus, dated June 7, 2011, each filed with the Securities and Exchange Commission, relating to the Company's shelf registration statement on Form S-3 (File No. 333-174766).

The Company and the Fortress Stockholders have agreed to indemnify the Underwriter against various liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Fortress Stockholders, and customary conditions to closing. The offering is expected to close on June 2, 2014, subject to the conditions stated in the Underwriting Agreement.

The Underwriter and certain of its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates. They have received or will continue to receive customary fees and commissions for these transactions.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit No. Description 1.1 Underwriting Agreement, dated May 27, 2014, among Brookdale Senior Living Inc., Morgan Stanley & Co. LLC, as underwriter, and certain selling stockholders named therein 3



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