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) April 23, 2014 (April 23, 2014)

 

 

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):

 

  x 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))

 

 

 


Item 8.01 Other Events.

On April 23, 2014, Brookdale Senior Living Inc., a Delaware corporation (the “Company”), and HCP, Inc., a Maryland corporation, jointly issued a press release, and the Company released a presentation, in each case in connection with the parties’ entry into a Master Contribution and Transactions Agreement. Copies of the press release and presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

  

Description

99.1    Press Release, dated April 23, 2014
99.2    Presentation, dated April 23, 2014

 

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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.

 

Date: April 23, 2014     BROOKDALE SENIOR LIVING INC.
    By:  

/s/ Chad C. White

    Name:   Chad C. White
    Title:  

Vice President, Co-General Counsel

and Secretary


BROOKDALE SENIOR LIVING INC.

EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press Release, dated April 23, 2014
99.2    Presentation, dated April 23, 2014

 

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