Brookdale Senior Living Inc. Form 8-K Current Event Report Filed 2021-07

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2021-07-02 | Period of Report: 2021-07-01 SEC Accession No. 0001332349-21-000068

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FILER Brookdale Senior Living Inc. Mailing Address Business Address 111 WESTWOOD PLACE 111 WESTWOOD PLACE CIK:1332349| IRS No.: 203068069 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 400 SUITE 400 Type: 8-K | Act: 34 | File No.: 001-32641 | Film No.: 211070444 BRENTWOOD TN 37027 BRENTWOOD TN 37027 SIC: 8050 Nursing & personal care facilities (615) 221-2250

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) July 1, 2021

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, (615) 221-2250 including area code

(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:

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 2.01 Completion of Acquisition or Disposition of Assets.

On July 1, 2021, Brookdale Senior Living Inc. (the “Company”) completed the previously announced sale pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) dated February 24, 2021 with affiliates of HCA Healthcare, Inc. (“HCA Healthcare”), providing for the sale of 80% of the Company’s equity in its Health Care Services segment for a purchase price of $400 million in cash, subject to certain adjustments set forth in the Purchase Agreement, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment (the "Transaction"). The Company received net cash proceeds of $306 million at closing, which remains subject to a post-closing net working capital adjustment as set forth in the Purchase Agreement. Additionally, $10 million of the purchase price was deposited into an escrow account as set forth in the Purchase Agreement and is expected to be released to the Company upon completion of the post-closing net working capital adjustment. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. Pursuant to the Purchase Agreement, the Company retained a 20% equity interest in the Health Care Services venture.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Form 8-K filed on February 24, 2021. The Purchase Agreement was included as an exhibit thereto solely to provide investors and security holders with information regarding its terms. It was not intended to be a source of financial, business, or operational information about the Company, HCA Healthcare, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase Agreement are made only for purposes of the Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as fact; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, HCA Healthcare, or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary and qualifying statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.

Forward-Looking Statements Certain statements in this Form 8-K and the related exhibits may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. These forward-looking statements are based on certain assumptions and expectations, and involve known and unknown risks and uncertainties. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, those factors set forth in the Company’s filings with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company regarding the completion of the foregoing transactions is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma condensed consolidated financial statements of the Company and accompanying notes giving effect to the Transaction are filed herewith as Exhibit 99.2 and are incorporated herein by reference:

- Unaudited pro forma condensed consolidated balance sheet as of March 31, 2021.

- Unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2021 and year ended December 31, 2020.

(d) Exhibits

2.1 Securities Purchase Agreement dated as of February 24, 2021, by and among the Company and certain of its subsidiaries and certain subsidiaries of HCA Healthcare, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 24, 2021 (File No. 001-32641)).*

99.1 Press Release dated July 1, 2021

99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

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: July 2, 2021 By: /s/ Chad C. White Name: Chad C. White Title: Executive Vice President, General Counsel and Secretary

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Brookdale Completes Previously Announced Sale of a Majority Stake in its Home Health, Hospice and Outpatient Therapy Business to HCA Healthcare Nashville, Tenn., July 1, 2021 – Brookdale Senior Living Inc. (NYSE: BKD) (“Brookdale” or the “Company”), the nation’s leading operator of senior living communities, announced the Company completed today the sale of a majority stake in Brookdale Health Care Services (“BHS”) to HCA Healthcare. Lucinda “Cindy” Baier, Brookdale’s President and CEO, said, “I am delighted that we have completed the transaction with HCA Healthcare and started a new partnership opportunity with one of our nation’s leading healthcare organizations. This transaction strengthens Brookdale’s financial position, continues providing our residents with access to high quality services, and provides meaningful growth opportunities for BHS.” Ms. Baier added, “On behalf of Brookdale, I’d like to express our gratitude to Sam Hazen and his team for their incredible support throughout this transaction. I would also like to thank the BHS associates for their dedicated service to Brookdale and look forward to continuing to work together through this new venture.” Key Transaction Highlights  Brookdale sold 80% of the equity in BHS to HCA Healthcare for a purchase price of $400 million, which implied a $500 million value for the BHS business  Brookdale retained a 20% equity interest in the venture with HCA Healthcare  Brookdale received approximately $300 million of cash proceeds at closing, net of customary transaction costs and purchase price adjustments, including a reduction for the remaining outstanding balance as of the closing of Medicare Advance Payments and deferred payroll tax payments related to BHS. About Brookdale Senior Living Brookdale Senior Living Inc., the nation’ s premier operator of senior living communities, is committed to its mission of enriching the lives of the people it

serves with compassion, respect, excellence and integrity. The Company operates independent living, assisted living, Alzheimer’s and dementia care communities, and through its comprehensive network of services, Brookdale helps to provide seniors with care and services to support their lifestyle in an environment that feels like home. The Company’s expertise in healthcare, hospitality and real estate provides our residents with opportunities to improve wellness, pursue passions and stay connected with friends and loved ones. The Company operates and manages 695 communities in 42 states as of March 31, 2021, with the ability to serve approximately 60,000 residents and 16,000 patients. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or Twitter. Contact for Brookdale Senior Living Inc. Investor Relations: Kathy MacDonald • 615.505.1968 • [email protected]

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 1, 2021, Brookdale Senior Living Inc. (the “Company”) completed the previously announced sale pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) dated February 24, 2021 with affiliates of HCA Healthcare, Inc. (“HCA Healthcare”), providing for the sale of 80% of the Company’s equity in its Health Care Services segment for a purchase price of $400 million in cash, subject to certain adjustments set forth in the Purchase Agreement, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment (the "Transaction"). The Company received net cash proceeds of $306 million at closing, which remains subject to a post-closing net working capital adjustment as set forth in the Purchase Agreement. Additionally, $10 million of the purchase price was deposited into an escrow account as set forth in the Purchase Agreement and is expected to be released to the Company upon completion of the post-closing net working capital adjustment. Pursuant to the Purchase Agreement, the Company retained a 20% equity interest in the Health Care Services venture. The Company expects that the results and financial position of its Health Care Services segment will be deconsolidated from its consolidated financial statements as of July 1, 2021 and that its 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting. The Company estimates that it will recognize an approximate $289 million gain on sale, net of transaction costs, within its condensed consolidated statement of operations for the three months ended September 30, 2021 for the Transaction.

The following unaudited pro forma condensed consolidated financial statements are derived from the Company's historical consolidated financial statements. While the historical consolidated financial statements reflect the past financial results of the Company, this pro forma information gives effect to the sale of 80% of the Company's equity in its Health Care Services segment pursuant to the Purchase Agreement.

The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 have been prepared as though the closing of the Transaction occurred on January 1, 2020. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2021 has been prepared as if the Transaction occurred on March 31, 2021. The assumptions and estimates underlying the unaudited transaction accounting adjustments to the Company’s historical consolidated financial statements are described in the accompanying notes, which should be read together with the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial statements reflect certain assumptions and adjustments that the Company’s management believes are reasonable under the circumstances and as of the date of this Current Report on Form 8-K.

The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only, do not reflect what the Company’s financial position and results of operations would have been had the closing occurred on the dates indicated, are not necessarily indicative of the Company’s future financial position and future results of operations, and do not reflect all actions that may be taken by the Company after the closing. The actual results may differ significantly from those reflected in the unaudited pro forma condensed consolidated financial statements for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial statements and actual amounts.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 31, 2020, filed with the SEC on February 25, 2021 and the Company's unaudited condensed consolidated financial statements and the accompanying notes thereto as of and for the three months ended March 31, 2021 included in its Quarterly Report on Form 10-Q for the quarter then ended, filed with the SEC on May 7, 2021. The unaudited pro forma condensed consolidated financial statements constitute forward-looking information, are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated, and should be read in conjunction with the accompanying notes thereto.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BROOKDALE SENIOR LIVING INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited, in thousands) March 31, 2021 Transaction Accounting As Reported Adjustments Pro Forma Assets A Current assets Cash and cash equivalents $ 303,952 $ 305,778 $ 609,730 Marketable securities 134,933 — 134,933 Restricted cash 26,503 — 26,503 Accounts receivable, net 52,588 — 52,588 Assets held for sale 247,627 (233,585) 14,042 Prepaid expenses and other current assets, net 90,949 12,787 103,736 Total current assets 856,552 84,980 941,532 Property, plant and equipment and leasehold intangibles, net 5,018,409 — 5,018,409 Operating lease right-of-use assets 743,346 — 743,346 Restricted cash 71,468 — 71,468 Investment in unconsolidated ventures 4,972 100,000 104,972 Goodwill 27,321 — 27,321 Other assets, net 24,085 — 24,085 Total assets $ 6,746,153 $ 184,980 $ 6,931,133 Liabilities and Equity Current liabilities Current portion of long-term debt $ 224,890 $ — $ 224,890 Current portion of financing lease obligations 20,083 — 20,083 Current portion of operating lease obligations 140,339 — 140,339 Trade accounts payable 65,278 — 65,278 Liabilities held for sale 116,142 (116,142) — Accrued expenses 264,117 8,300 272,417 Refundable fees and deferred revenue 68,113 — 68,113 Total current liabilities 898,962 (107,842) 791,120 Long-term debt, less current portion 3,664,901 — 3,664,901 Financing lease obligations, less current portion 539,071 — 539,071 Operating lease obligations, less current portion 797,311 — 797,311 Deferred tax liability 9,876 7,400 17,276 Other liabilities 140,925 — 140,925 Total liabilities 6,051,046 (100,442) 5,950,604 Total equity 695,107 285,422 980,529 Total liabilities and equity $ 6,746,153 $ 184,980 $ 6,931,133 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document See accompanying notes.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BROOKDALE SENIOR LIVING INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited, in thousands, except per share data) Three Months Ended March 31, 2021 Transaction Accounting As Reported Adjustments Pro Forma Revenue Resident fees $ 664,350 $ (86,851) B $ 577,499 Management fees 8,566 — 8,566 Reimbursed costs incurred on behalf of managed communities 65,794 — 65,794 Other operating income 10,735 (2,583) B 8,152 Total revenue and other operating income 749,445 (89,434) 660,011

Expense Facility operating expense (excluding facility depreciation and amortization) 556,312 (87,031) B 469,281 General and administrative expense (including non-cash stock-based compensation expense) 49,943 (2,500) C 47,443 Facility operating lease expense 44,418 — 44,418 Depreciation and amortization 83,891 (175) D 83,716 Asset impairment 10,677 — 10,677 Costs incurred on behalf of managed communities 65,794 — 65,794 Total operating expense 811,035 (89,706) 721,329 Income (loss) from operations (61,590) 272 (61,318)

Interest income 421 — 421 Interest expense: Debt (35,351) — (35,351) Financing lease obligations (11,383) — (11,383) Amortization of deferred financing costs and debt discount (1,873) — (1,873) Equity in earnings (loss) of unconsolidated ventures (531) — E (531) Gain (loss) on sale of assets, net 1,112 — 1,112 Other non-operating income (loss) 1,644 — 1,644 Income (loss) before income taxes (107,551) 272 (107,279) Benefit (provision) for income taxes (752) 100 F (652) Net income (loss) (108,303) 372 (107,931) Net (income) loss attributable to noncontrolling interest 18 — 18 Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders $ (108,285) $ 372 $ (107,913)

Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders:

Weighted average common shares outstanding: Basic 184,011 184,011

Diluted 184,011 184,011 See accompanying notes.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BROOKDALE SENIOR LIVING INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited, in thousands, except per share data) Year Ended December 31, 2020 Transaction Accounting As Reported Adjustments Pro Forma Revenue Resident fees $ 2,892,567 $ (366,810) B $ 2,525,757 Management fees 130,690 — 130,690 Reimbursed costs incurred on behalf of managed communities 401,189 — 401,189 Other operating income 115,749 (22,887) B 92,862 Total revenue and other operating income 3,540,195 (389,697) 3,150,498

Expense Facility operating expense (excluding facility depreciation and amortization) 2,341,859 (387,834) B 1,954,025 General and administrative expense (including non-cash stock-based compensation expense) 206,575 (10,000) G 196,575 Facility operating lease expense 224,033 — 224,033 Depreciation and amortization 359,226 (749) D 358,477 Asset impairment 107,308 — 107,308 Loss (gain) on facility lease termination and modification, net (2,303) — (2,303) Costs incurred on behalf of managed communities 401,189 — 401,189 Total operating expense 3,637,887 (398,583) 3,239,304 Income (loss) from operations (97,692) 8,886 (88,806)

Interest income 4,799 — 4,799 Interest expense: Debt (153,817) — (153,817) Financing lease obligations (48,534) — (48,534) Amortization of deferred financing costs and debt discount (6,428) — (6,428) Gain (loss) on debt modification and extinguishment, net 10,896 — 10,896 Equity in earnings (loss) of unconsolidated ventures (2,107) — E (2,107) Gain (loss) on sale of assets, net 374,532 289,000 H 663,532 Other non-operating income (loss) 5,648 — 5,648 Income (loss) before income taxes 87,297 297,886 385,183 Benefit (provision) for income taxes (5,352) (1,500) I (6,852) Net income (loss) 81,945 296,386 378,331 Net (income) loss attributable to noncontrolling interest 74 — 74 Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders $ 82,019 $ 296,386 $ 378,405

Net income (loss) per share attributable to BrookdaleCopyright © Senior2021 www Living.secdatabase.com Inc. . All Rights Reserved. common stockholders: Please Consider the Environment Before Printing This Document Basic $ 0.45 $ 2.06

Diluted $ 0.44 $ 2.05

Weighted average common shares outstanding: Basic 183,498 183,498

Diluted 184,386 184,386 See accompanying notes.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BROOKDALE SENIOR LIVING INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Transaction Accounting Adjustments

(A) Reflects the deconsolidation of the assets and liabilities of the Health Care Services segment and the recognition of the net cash proceeds, estimated receivables for post-closing settlements, and the estimated equity method investment in the Health Care Services venture, net of estimated income tax effects.

(B) Reflects the elimination of the segment operating income of the Health Care Services segment.

(C) Reflects the elimination of approximately $2.5 million of the Company’s estimated direct general and administrative expense, primarily related to transitioning the Company's former employees to the Health Care Services venture upon the closing of the Transaction. The transaction accounting adjustment does not reflect elimination of general and administrative expense for indirect scaling initiatives, including indirect initiatives completed prior to the date of this report.

(D) Reflects the elimination of the depreciation and amortization expense of the Health Care Services segment. (E) The Company estimates the equity in earnings (loss) of unconsolidated ventures from the Company's 20% equity interest in the Health Care Services venture are immaterial for the periods presented.

(F) Reflects an estimated change to the provision for income taxes for the elimination of the operations of the Health Care Services segment.

(G) Reflects the elimination of approximately $11 million of the Company’s estimated direct general and administrative expense, primarily related to transitioning the Company's former employees to the Health Care Services venture upon the closing of the Transaction, net of the addition of $1 million of estimated non-recurring transaction costs incurred by the Company for the Transaction. The transaction accounting adjustment does not reflect elimination of general and administrative expense for indirect scaling initiatives, including indirect initiatives completed prior to the date of this report.

(H) Reflects the estimated gain on sale, net of direct selling costs, arising from the Transaction.

(I) Reflects an estimated change to the provision for income taxes for (i) the elimination of the operations of the Health Care Services segment, (ii) the recognition of the estimated gain on sale, and (iii) net of a decrease to the Company's existing tax valuation allowance reflecting consideration of the change in the Company's future reversal of estimated timing differences as of December 31, 2020 as though the closing of the Transaction occurred on January 1, 2020.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Document and Entity Jul. 01, 2021 Apr. 26, 2021 Information Document Cover [Abstract] Document Type 8-K Document Period End Date Jul. 01, 2021 Entity Incorporation, State or 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 Title of 12(b) Security Common Stock, $0.01 Par Value Per Share Trading Symbol BKD Security Exchange Name NYSE Entity Emerging Growth Company false Entity Registrant Name Brookdale Senior Living Inc. Entity Central Index Key 0001332349 Amendment Flag false

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