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) September 30, 2019 (September 27, 2019)

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.)

111 Westwood Place, Suite 400, 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 (see General Instruction A.2. below):

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	BKD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On September 27, 2019, Brookdale Senior Living Inc., a Delaware corporation (the “Company”), entered into a letter agreement (the “Agreement”) with Glenview Capital Management, LLC and certain affiliates thereof (collectively, “Glenview”). The following summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.

Under the terms of the Agreement, Glenview agreed that it will (i) continue to have the right to vote the 18,433,572 shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”), or approximately 9.9% of the issued and outstanding Common Stock, owned by Glenview as of September 9, 2019, the record date for the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”), through the date of the 2019 Annual Meeting, (ii) appear in person or by proxy at the 2019 Annual Meeting and vote all shares of Common Stock beneficially owned by Glenview, over which Glenview has the right to vote, (A) in favor of the election of the slate of directors nominated by the Company’s board of directors (the “Board”) and (B) in accordance with the Board’s recommendation with respect to any other proposal publicly announced prior to the date of the Agreement and presented at the 2019 Annual Meeting and (iii) not to publicly support the election of any slate of directors other than the slate nominated by the Board prior to the 2019 Annual Meeting. The Company agreed that, conditioned upon the election of both Guy P. Sansone and Victoria L. Freed to the Board at the 2019 Annual Meeting, Mr. Sansone will be appointed as Non-Executive Chairman of the Board by no later than January 1, 2020.

A copy of the press release issued by the Company regarding the Agreement is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Agreement, dated as of September 27, 2019 by and among the Company and Glenview Capital Management, LLC on behalf of itself and as investment manager to its affiliated funds named therein
	99.2	Press Release, dated September 27, 2019 (incorporated by reference to the Schedule 14A filed by the Company on September 27, 2019)
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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.
Date: September 30, 2019	By:	/s/ J. Daniel Huffines
	Name:	J. Daniel Huffines
	Title:	Assistant Secretary

3

EX-99.1

Exhibit 99.1

September 27, 2019

Glenview Capital Management, LLC

767 Fifth Avenue, 44th Floor

New York, NY 10153

Attention: Larry Robbins

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is to confirm the agreement and understanding by and among Brookdale Senior Living Inc., a Delaware corporation (the “Company”), and the entities set forth on the second signature page hereto (collectively, “Glenview”) regarding the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and certain related governance matters.

Glenview, on behalf of Glenview and its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), hereby represents, warrants and covenants that (i) as of the date hereof, Glenview is the beneficial owner of shares totaling, in the aggregate, 21,721,972 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), which represents approximately 11.7% of Common Stock issued and outstanding as of September 9, 2019, the record date for the 2019 Annual Meeting (the “Record Date”), (ii) as of the Record Date, Glenview had beneficial ownership of, and the right to vote, shares totaling, in the aggregate 18,433,572, shares of Common Stock, (iii) Glenview will continue to have the right to vote 18,433,572 shares of Common Stock from the date hereof through the date of the 2019 Annual Meeting and will appear in person or by proxy at the 2019 Annual Meeting (including any adjournments or postponements thereof to any date in 2019) and vote all shares of Common Stock beneficially owned by Glenview, or deemed beneficially owned, over which Glenview has the right to vote, (A) in favor of the election of the slate of directors nominated by the Company’s board of directors (the “Board”) and (B) in accordance with the Board’s recommendation with respect to any other proposal publicly announced prior to the date hereof presented at the 2019 Annual Meeting and (iv) Glenview will not publicly support the election of any slate of directors other than the slate nominated by the Board prior to the 2019 Annual Meeting. As soon as practicable following the execution of this Letter Agreement, the Company shall issue a mutually agreed-upon press release, substantially in the form attached hereto as Exhibit A. All references to beneficial ownership above shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act.

In consideration for, among other things, the representations, warranties and covenants made by Glenview, outlined in the preceding paragraph, the Company hereby agrees that, conditioned upon the election of both Guy P. Sansone and Victoria L. Freed to the Board at the 2019 Annual Meeting, Guy P. Sansone shall be appointed as Non-Executive Chairman of the Board by no later than January 1, 2020.

This Letter Agreement may be executed in two (2) or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties hereto (including by means of electronic delivery) and shall be governed by the laws of the State of Delaware without giving effect to any conflict of law principle that would compel the application of the laws of another jurisdiction. Irreparable damage for which money damages are not a sufficient remedy would result from any breach or threatened breach of this Letter Agreement. Accordingly, the parties hereto are entitled to specific performance in respect of their respective obligations hereunder without the need to post a bond or other collateral in connection therewith. This Letter Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. This Letter Agreement may be amended only by an agreement in writing executed by Glenview and the Company. This Letter Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns and is not enforceable by any other person. No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties hereto.

[Signature Pages Follow]

- 2 -

Please confirm your agreement with the foregoing by signing and returning one copy of this Letter Agreement to the undersigned.

Very truly yours,
BROOKDALE SENIOR LIVING INC.
By:	/s/ Dan Huffines
Name:	Dan Huffines
Title:	Associate General Counsel & Assistant Secretary
	September 27, 2019

[Signature Page to Letter Agreement]

AGREED AND ACKNOWLEDGED
(as of the date of this Letter Agreement):
GLENVIEW CAPITAL MANAGEMENT, LLC on behalf of itself and as investment manager to the
Glenview Funds listed on Exhibit B hereto
By:	/s/ Mark Horowitz
Name:	Mark Horowitz
Title:	Co-President

[Signature Page to Letter Agreement]

EXHIBIT A

FORM OF PRESS RELEASE

EXHIBIT B

Glenview Capital Partners, L.P., a Delaware limited partnership

Glenview Institutional Partners, L.P., a Delaware limited partnership

Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company

Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership

Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company

XML

Document and Entity Information	Sep. 27, 2019
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001332349
Document Type	8-K
Document Period End Date	Sep. 27, 2019
Entity Registrant Name	Brookdale Senior Living Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-32641
Entity Tax Identification Number	20-3068069
Entity Address, Address Line One	111 Westwood Place
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	(615)
Local Phone Number	221-2250
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 Par Value Per Share
Trading Symbol	BKD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false