Brookdale Announces Election of Early Settlement of its Purchase Contracts

NASHVILLE, Tenn., March 27, 2025 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today announced that it has elected to exercise its right to settle all of its prepaid stock purchase contracts, pursuant to the early settlement right in the purchase contract agreement. The purchase contracts are part of the 7.00% tangible equity units issued by Brookdale on November 21, 2022 (CUSIP No. 112463 302, NYSE: BKDT). Each tangible equity unit is also comprised of a senior amortizing note due November 15, 2025. The last day of trading of the tangible equity units is March 28, 2025.

On March 31, 2025, subject to satisfaction of the conditions set forth in the purchase contract agreement by each holder of the purchase contracts, the Company will issue 12.9341 shares of its common stock for each purchase contract, plus any cash payable in lieu of fractional shares to such holder. The settlement is based upon the average of the daily volume-weighted average price per share of the Company's common stock on the New York Stock Exchange for the 20 consecutive trading days ending on March 26, 2025. On or before April 23, 2025, holders of tangible equity units or previously separated notes may also require the Company to repurchase their notes, plus any accrued and unpaid interest, subject to the holders satisfaction of the conditions set forth in the indenture governing such notes.

A Notice of Election of Early Settlement was issued to the holders of tangible equity units and to the holders of any previously separated purchase contracts and notes on March 27, 2025.

This press release does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any security and shall not constitute an offer, solicitation, sale or purchase of any securities in any jurisdiction in which such offering, solicitation, sale or purchase would be unlawful.

ABOUT BROOKDALE SENIOR LIVING

Brookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 647 communities across 41 states and the ability to serve approximately 58,000 residents as of December 31, 2024, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD.

SAFE HARBOR

Certain statements in this press release 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, and include statements regarding the Company's expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. 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 affect the Company's forward looking statements include the risks detailed from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), including those set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release. Except as required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

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SOURCE Brookdale Senior Living Inc.