Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: (a) In connection with the transactions with Ventas described in "Part I, Item 2.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations," on July 26, 2020, the Company issued a warrant to Ventas (the "Warrant") to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00.
−Removed: The Warrant is exercisable at Ventas’ option at any time and from time to time, in whole or in part, until December 31, 2025.
−Removed: The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions.
−Removed: To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all the Company’s classes of capital stock or of the total value of shares of all the Company’s classes of capital stock (the "Ownership Cap") (other than as a result of actions taken by Ventas), the Company would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require the Company to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap.
−Removed: The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof.
−Removed: Pursuant to the Registration Rights Agreement with Ventas, the Company filed a shelf registration statement with the SEC with respect to the shares underlying the Warrant, which was declared effective on August 17, 2020.
+Added: (a) Not applicable.
(b) Not applicable.
−Removed: (c) The following table contains information regarding purchases of our common stock made during the quarter ended September 30, 2020 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:
+Added: (c) The following table contains information regarding purchases of our common stock made during the quarter ended March 31, 2021 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:
Purchased (1)
11 unchanged sentences
Total 743,921 $ 5.82 —
−Removed: (1) Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.
−Removed: The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
−Removed: (2) On November 1, 2016, the Company announced that its Board of Directors had approved a share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of its common stock.
+Added: (1) Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock and restricted stock units.
+Added: The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock and restricted stock units or, if such date is not a trading day, the trading day immediately prior to such vesting date.
+Added: (2) On November 1, 2016, we announced that our Board of Directors had approved a share repurchase program that authorizes us to purchase up to $100.0 million in the aggregate of our common stock.
The share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.
The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements, and capital availability.
−Removed: The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice.
+Added: The repurchase program does not obligate us to acquire any particular amount of common stock and the program may be suspended, modified or discontinued at any time at our discretion without prior notice.
Shares of stock repurchased under the program will be held as treasury shares.
−Removed: As of September 30, 2020, $44.0 million remained available under the repurchase program.
+Added: As of March 31, 2021, $44.0 million remained available under the repurchase program.
+Added: 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.
+Added: (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 24, 2021 (File No.
+Added: 001-32641)).*
3.1 Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on November 5, 2019 (File No.
4 unchanged sentences
4.2 Description of the Company's common stock (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on February 19, 2020 (File No.
−Removed: 10.1 L etter Agreement dated as of July 26, 2020 by and between the C ompany and Ventas (incorporate d by reference to Exhibit 10.
−Removed: 1 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2020 (File No.
−Removed: 001-32641)) .
−Removed: 10.2 Amended and Restated Master Lease and Security Agreement dated as of July 26, 2020 by an among certain subsidiaries of the Company as Tenant and certain subsidiaries of Ventas as Landlord (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2020 (File No.
−Removed: 001-32641)) .
−Removed: 10.3 Amended and Restated Guaranty dated as of July 26, 2020 by and among the Company as Guarantor, certain subsidiaries of the Company as Tenant, and Ventas and certain of its subsidiaries (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2020 (File No.
−Removed: 001-32641)) .
−Removed: 10.4 Warrant dated July 26, 2020 by and between the Company and Ventas (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2020 (File No.
−Removed: 001-32641)) .
−Removed: 10.5 Registration Rights Agreement dated as of July 26, 2020 by and between the Company and Ventas (incorporated by reference to Exhibit 10.
−Removed: 5 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2020 (File No.
−Removed: 001-32641)) .
+Added: 10.1 Amendment No.
+Added: 1 dated effective April 15, 2021 to Amended and Restated Master Lease and Security Agreement by and between certain affiliates of the Company as Tenant and certain subsidiaries of Ventas as Landlord.*
+Added: 10.2 Form of Restricted Stock Unit Agreement under the Amended and Restated Brookdale Senior Living Inc.
+Added: 2014 Omnibus Incentive Plan (the "Omnibus Incentive Plan") (2021 Time-Based Form for Executive Officers).
+Added: 10.3 Form of Performance-Based Cash Award Agreement under the Omnibus Incentive Plan (2021 Performance-Based Form for Executive Officers other than CEO).
+Added: 10.4 Performance-Based Cash Award Agreement dated as of February 22, 2021, by and between the Company and Lucinda M.
+Added: 10.5 Form of Letter Agreement dated February 22, 2021 Providing for Voluntary Forfeiture of Certain 2019 and 2020 Long-Term Incentive Awards.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
7 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline XBRL (included in Exhibit 101).
−Removed: * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+Added: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (included in Exhibit 101).
+Added: * Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K.
+Added: 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, thereunto duly authorized.
3 unchanged sentences
(Principal Financial Officer)
−Removed: November 5, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.