Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table contains information regarding purchases of our common stock made during the quarter ended September 30, 2022 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act.
+Added: The following table contains information regarding purchases of our common stock made during the quarter ended March 31, 2023 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)
18 unchanged sentences
Shares of stock repurchased under the program will be held as treasury shares.
−Removed: As of September 30, 2022, $44.0 million remained available under the repurchase program.
−Removed: 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.
−Removed: (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 24, 2021 (File No.
−Removed: 001-32641)).*
+Added: As of March 31, 2023, $44.0 million remained available under the repurchase program.
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.
3 unchanged sentences
333-127372)).
−Removed: 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.
+Added: 4.2 Description of the Company's securities.
4.3 Indenture, dated as of October 1, 2021, by and among the Company and American Stock Transfer & Trust Company, LLC, as trustee, governing the 2.00% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 1, 2021 (File No.
4.4 Form of 2.00% Convertible Senior Notes due 2026 (included in Exhibit 4.3).
−Removed: 10.1 Amendment No.
−Removed: 3 dated effective July 15, 2022 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: 4.5 Indenture, dated as of November 21, 2022, between the Company and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on November 22, 2022 (File No.
+Added: 4.6 First Supplemental Indenture, dated as of November 21, 2022, between the Company and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 22, 2022 (File No.
+Added: 4.7 Form of 10.25% Senior Amortizing Notes due 2025 (included in Exhibit 4.6).
+Added: 4.8 Purchase Contract Agreement dated as of November 21, 2022, between the Company and American Stock Transfer & Trust Company, LLC, as purchase contract agent, as attorney-in-fact for holders of the purchase contracts referred to therein and as trustee under the indenture referred to therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2022 (File No.
+Added: 4.9 Form of 7.00% Tangible Equity Units (included in Exhibit 4.8).
+Added: 4.10 Form of Purchase Contracts (included in Exhibit 4.8).
+Added: 10.1 Restricted Stock Unit Agreement under the Amended and Res tated Brookdale Senior Living Inc.
+Added: 2014 Omnibus Incentive Plan ( the " Omnibus Incentive Plan " ) dated as of February 15, 2023, by and between the Company and Lucinda M.
+Added: 10.2 Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan (2023 Time-Based Form for Executive Officers other than CEO).
+Added: 10.3 Performance-Based Restricted Stock Unit Agreement under the Omnibus Incentive Plan dated as of February 15, 2023, by and between the Company and Lucinda M.
+Added: 10.4 Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan (202 3 Performance-Based Form for Executive Officers other than CEO ).
+Added: 10.5 Per formance -Based Cash A ward A greement dated as of February 15, 2023, by and between the Company and Lucinda M .
+Added: 10.6 Offer Letter Agreement dated as of January 1 2 , 202 3 by and between the Company and Dawn L.
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, 2022, formatted in Inline XBRL (included in Exhibit 101).
−Removed: * Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K.
−Removed: 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.
+Added: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (included in Exhibit 101).
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.
BROOKDALE SENIOR LIVING INC.
−Removed: /s/ Steven E.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
−Removed: November 8, 2022
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.