Business Context and Reporting Period
Company: Brookdale Senior Living Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 28, 2006
Event: Disclosure of credit agreements entered into by affiliates of Fortress Investment Holdings LLC involving pledged shares of the Registrant.
Key Financial Metrics
The filing does not provide financial performance metrics such as revenue, profit, cash flow, margins, or debt levels for Brookdale Senior Living Inc. The document focuses exclusively on a financing transaction involving major shareholders.
| Metric | Value |
|---|---|
| Commitment Amount (Affiliates) | Approximately $1.43 billion |
| Shares Pledged | 40,628,000 shares |
| Percentage of Outstanding Stock | Approximately 61% |
| Lender | Deutsche Bank AG, London Branch |
Material Changes
There are no material changes to the Registrant's operations or financial condition reported in this filing. The material event is external to the company's direct balance sheet, involving two affiliates of Fortress Holdings (FRIT Holdings LLC and FIT Holdings LLC) securing a $1.43 billion credit facility from Deutsche Bank. This facility is secured by a pledge of 61% of the Registrant's outstanding common stock.
Outlook, Risks, and Contingencies
- Collateral Risk: The credit agreements require prepayment of borrowings if the trading price of the Registrant's common stock falls below specified levels.
- Foreclosure Risk: In the event of a default by the borrowers, Deutsche Bank may foreclose upon the pledged shares.
- Registration Contingency: Borrowers must prepay a portion of the borrowings if a shelf registration statement for the resale of pledged stock is not effective by June 9, 2007.
- Management Connection: Wesley Edens, Chairman of the Board, owns an interest in Fortress Holdings.
- Company Liability: The Registrant is not a party to the credit agreements and has no obligations thereunder.
Investor Verification Checklist
- Verify the current trading price of Brookdale Senior Living Inc. stock against the unspecified "specified levels" in the credit agreements to assess prepayment risk.
- Confirm the status of the shelf registration statement required for potential resale of the pledged shares by June 9, 2007.
- Review the ownership structure of Fortress Investment Holdings LLC and its affiliates to understand the concentration of control.
- Monitor for any future filings regarding defaults or prepayments by the Fortress affiliates.