[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
20-3068069
(I.R.S. Employer
Identification No.)
|
(Registrant's telephone number including area code)
|
(615) 221-2250
|
Title of Each Class
Common Stock, $0.01 Par Value Per Share
|
Name of Each Exchange on Which Registered
New York Stock Exchange
|
Large accelerated filer
[X]
|
Accelerated filer
[ ]
|
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
PAGE
|
||
PART I
|
||
Item 1
|
Business
|
5
|
Executive Officers of the Registrant
|
21
|
|
Item 1A
|
Risk Factors
|
23
|
Item 1B
|
Unresolved Staff Comments
|
38
|
Item 2
|
Properties
|
39
|
Item 3
|
Legal Proceedings
|
40
|
Item 4
|
Mine Safety Disclosures
|
40
|
PART II
|
||
Item 5
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
41
|
Item 6
|
Selected Financial Data
|
42
|
Item 7
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
43
|
Item 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
73
|
Item 8
|
Financial Statements and Supplementary Data
|
74
|
Item 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
116
|
Item 9A
|
Controls and Procedures
|
116
|
Item 9B
|
Other Information
|
116
|
PART III
|
||
Item 10
|
Directors, Executive Officers and Corporate Governance
|
117
|
Item 11
|
Executive Compensation
|
118
|
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
118
|
Item 13
|
Certain Relationships and Related Transactions, and Director Independence
|
119
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Item 14
|
Principal Accounting Fees and Services
|
119
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PART IV
|
||
Item 15
|
Exhibits and Financial Statement Schedules
|
120
|
Item 1. | Business. |
|
Emeritus Merger
. On July 31, 2014, we acquired Emeritus Corporation ("Emeritus"), a senior living service provider focused on operating residential style communities throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately $1.6 billion and our assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indebtedness. At the closing of the merger, the size of our consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we directly or indirectly assumed in the merger. The Emeritus communities provide independent living, assisted living, memory care and, to a lesser extent, skilled nursing care.
|
|
HCP Ventures and Lease Amendments
. On August 29, 2014, we completed transactions with HCP, Inc. ("HCP") pursuant to which we and HCP entered into two ventures and amended the terms of certain existing triple net leases between us and HCP (including those acquired in the Emeritus merger). Each of the ventures uses a "RIDEA" structure, whereby we and HCP invested in an "opco" entity and a "propco" entity. The propco owns most of the applicable communities and leases such communities to the opco pursuant to long-term leases entered into at the closing. The opco owns the remainder of the applicable communities not owned by the propco, and at the closing the opco engaged an affiliate of ours to manage all of the owned and leased communities pursuant to management agreements with 15-year terms subject to certain extension options. The transactions with HCP provide us a strategic capital platform to continue to grow in the senior housing industry and to deliver the best, high-quality solutions for our current residents and address the growing population of seniors.
|
|
Organic growth in our core business, including expense control and the realization of economies of scale.
We plan to grow our existing operations by increasing revenues through a combination of occupancy growth and increases in the monthly service fees we receive. We believe we will continue to see improving demand fundamentals in the senior living industry. In addition, we intend to focus on growing occupancy and rates by continually improving our operational, sales and marketing execution. We have recently taken steps to centralize and modernize our marketing function and programs to meet the changing manner in which our prospective customers and their families approach a buying decision. We have created a multi-layered marketing approach, which greatly enhances the use of the internet and response mechanisms like centralized call centers. Much of our marketing approach is centered on the Brookdale branding initiative that was launched in 2013. We also plan to continue our efforts to achieve cost savings through the realization of additional economies of scale and initiatives designed to improve operational effectiveness. We will continue to improve our systems and processes to most efficiently meet the needs of our residents. The size of our business has allowed us to achieve savings in the procurement of goods and services, and we expect that we can achieve additional savings.
|
|
Growth through strategic capital allocation.
We plan to grow our revenues and cash flows by deploying capital to increase the value of existing assets and adding new communities or business lines. We intend to continue investing significant capital expenditures into our portfolio to renovate and upgrade communities, which we expect will drive greater occupancy and higher rates. Through our Program Max initiative, we intend to expand, renovate, redevelop and reposition certain of our existing communities where economically advantageous. Certain of our communities with stabilized occupancies and excess demand in their respective markets may benefit from additions and expansions (which additions and expansions may be subject to landlord, lender and other third party consents). Additionally, the community, as well as our presence in the market, may benefit from adding a new level of service for residents. Through Program Max, we may also reposition certain communities to meet the evolving needs of our customers. This may include converting space from one level of care to another, reconfiguration of existing units, the addition of services that are not currently present or physical plant modifications. As opportunities arise, we plan to continue to take advantage of the fragmented continuing care, independent living and assisted living sectors by selectively purchasing existing operating companies, asset portfolios, home health agencies and senior living communities. We may also seek to acquire the fee interest in communities that we currently lease or manage. Our acquisition strategy will continue to focus primarily on accretive acquisitions of strategic portfolios or select communities that fill a service level need in one of our market continuums.
|
|
Growth through development of a market leading Brookdale brand.
We plan to continue to build a recognized national brand, which we believe will create market differentiation and value enhancement through higher occupancy and increased rates. Being the sole senior living provider with a national footprint and diverse service offerings, we are best positioned to become the leading solutions provider for seniors and their families as they grapple with the issues of aging. We expect that aligning and unifying marketing activities and spending within the brand initiative will drive preference for Brookdale among prospects. We expect that creating brand equity will drive loyalty with residents and their families and, importantly, with associates, thereby improving recruitment, engagement and retention.
|
|
Growth through innovation of product offerings, including our Brookdale Ancillary Services programs.
We plan to grow our revenues by innovating our product offerings and providing new senior living solutions to meet evolving consumer needs and expectations. We plan to provide more solutions for current customers and leverage and expand products to serve new customers. We will continue to roll out hospice services into our markets. In 2014, we increased the number of markets with hospice services to 18 and expect to continue to add markets over the next several years. We also plan to leverage the array of services that are currently offered to residents in our buildings to seniors who want to remain in their homes. Through the Brookdale Ancillary Services program, we currently provide therapy, home health, hospice and other ancillary services, as well as education and wellness programs. We plan to focus on expanding those services outside of our communities to seniors in their homes, initially to those who are short-term patients of skilled nursing centers. We expect that this will not only grow cash flow, but providing quality service in a person's home can become the entry point into the full continuum of our services. We also plan to focus on the opportunity to become a significant player in the post-acute healthcare world. We expect to continue our initiatives to link our unique continuum of care with other post-acute care providers to provide the most effective, comprehensive set of solutions for seniors.
|
|
Skilled management team with extensive experience.
Our senior management team has extensive experience in acquiring, operating and managing a broad range of senior living assets, including experience in the senior living, healthcare and real estate industries.
|
|
Geographically diverse, high-quality, purpose-built communities.
Our acquisition of Emeritus expanded our unit capacity by more than two-thirds, provided entry into 10 new states and significantly increased our presence in high-population states, especially in the west and northeast. As of December 31, 2014, we are the largest operator of senior living communities in the United States based on total capacity, with 1,143 communities in 46 states and the ability to serve approximately 111,000 residents.
|
|
Ability to provide a broad spectrum of care.
Given our diverse mix of retirement centers, assisted living communities and CCRCs, we are able to meet a wide range of our customers' needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
|
|
The size of our business allows us to realize cost and operating efficiencies.
We are the largest operator of senior living communities in the United States based on total capacity. The size of our business allows us to realize cost savings and economies of scale in the procurement of goods and services. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We intend to utilize our expertise and size to capitalize on economies of scale resulting from our national platform. Our geographic footprint and centralized infrastructure provide us with a significant operational advantage over local and regional operators of senior living communities. In connection with our formation transactions and our acquisitions, we negotiated new contracts for food, insurance and other goods and services. In addition, we have and will continue to consolidate corporate functions such as accounting, finance, human resources, legal, information technology and marketing.
|
|
Significant experience in providing ancillary services.
Through our ancillary services program, we provide a range of education, wellness, therapy, home health and other ancillary services to residents of certain of our retirement centers, assisted living communities, and CCRCs. Having therapy clinics and home health agencies located in our senior living communities to provide needed services to our residents is a distinct competitive difference. We have significant experience in providing these ancillary services and expect to receive additional revenues as we expand our ancillary service offerings to additional communities and to seniors outside of our communities.
|
Name
|
Age
|
Position
|
||
T. Andrew Smith
|
54
|
Chief Executive Officer and Director
|
||
Mark W. Ohlendorf
|
54
|
President and Chief Financial Officer
|
||
Gregory B. Richard
|
60
|
Executive Vice President and Chief Operating Officer
|
||
Bryan D. Richardson
|
56
|
Executive Vice President and Chief Administrative Officer
|
||
Glenn O. Maul
|
60
|
Executive Vice President and Chief People Officer
|
||
Tricia A. Conahan
|
57
|
Executive Vice President and Chief Marketing Officer
|
||
Kristin A. Ferge
|
41
|
Executive Vice President, Chief Accounting Officer and Treasurer
|
||
George T. Hicks
|
57
|
Executive Vice President – Finance
|
||
H. Todd Kaestner
|
59
|
Executive Vice President – Corporate Development
|
Item 1A. | Risk Factors. |
|
We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
|
|
Increases in our outstanding indebtedness, leverage and long-term leases will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
|
Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate and other purposes; and
|
|
Our ability to pay dividends to our stockholders may be limited.
|
|
required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs;
|
|
state or federal agencies imposing fines, penalties and other sanctions on us;
|
|
loss of our right to participate in the Medicare program or state programs;
|
|
damage to our business and reputation in various markets; or
|
|
significant investment of time and money even if eventually favorably determined.
|
|
a staggered board of directors consisting of three classes of directors, each of whom serve three-year terms;
|
|
removal of directors only for cause, and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote;
|
|
blank-check preferred stock;
|
|
provisions preventing stockholders from calling special meetings;
|
|
advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
|
|
no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
|
|
variations in our quarterly operating results;
|
|
changes in our earnings estimates;
|
|
the contents of published research reports about us or the senior living industry or the failure of securities analysts to cover our common stock;
|
|
additions or departures of key management personnel;
|
|
any increased indebtedness we may incur or lease obligations we may enter into in the future;
|
|
actions by institutional stockholders;
|
|
changes in market valuations of similar companies;
|
|
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
speculation or reports by the press or investment community with respect to us or the senior living industry in general;
|
|
increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
|
|
changes or proposed changes in laws or regulations affecting the senior living industry or enforcement of these laws and regulations, or announcements relating to these matters; and
|
|
general market and economic conditions.
|
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Occupancy
|
Ownership Status
|
|||||||||||||||||
State
|
Units
|
Rate
(1)(2)
|
Owned
|
Leased
|
Managed
|
Total
|
||||||||||||
Florida
|
17,716
|
86%
|
56
|
50
|
32
|
138
|
||||||||||||
Texas
|
14,348
|
87%
|
57
|
44
|
30
|
131
|
||||||||||||
California
|
11,037
|
89%
|
27
|
56
|
11
|
94
|
||||||||||||
Ohio
|
5,014
|
87%
|
26
|
28
|
6
|
60
|
||||||||||||
Washington
|
4,986
|
90%
|
14
|
38
|
3
|
55
|
||||||||||||
Colorado
|
4,642
|
86%
|
10
|
20
|
9
|
39
|
||||||||||||
Arizona
|
4,112
|
86%
|
16
|
16
|
5
|
37
|
||||||||||||
Illinois
|
3,930
|
90%
|
5
|
10
|
6
|
21
|
||||||||||||
North Carolina
|
3,851
|
90%
|
10
|
52
|
1
|
63
|
||||||||||||
Oregon
|
3,301
|
94%
|
8
|
32
|
5
|
45
|
||||||||||||
Michigan
|
2,912
|
86%
|
10
|
24
|
3
|
37
|
||||||||||||
Virginia
|
2,598
|
85%
|
9
|
7
|
3
|
19
|
||||||||||||
New York
|
2,551
|
87%
|
17
|
15
|
3
|
35
|
||||||||||||
Tennessee
|
2,331
|
89%
|
15
|
16
|
4
|
35
|
||||||||||||
Indiana
|
1,994
|
88%
|
10
|
11
|
3
|
24
|
||||||||||||
South Carolina
|
1,937
|
89%
|
5
|
20
|
0
|
25
|
||||||||||||
Georgia
|
1,879
|
88%
|
9
|
14
|
4
|
27
|
||||||||||||
Oklahoma
|
1,747
|
87%
|
10
|
21
|
2
|
33
|
||||||||||||
Kansas
|
1,607
|
92%
|
10
|
12
|
2
|
24
|
||||||||||||
Massachusetts
|
1,585
|
79%
|
3
|
5
|
5
|
13
|
||||||||||||
New Jersey
|
1,544
|
87%
|
7
|
10
|
2
|
19
|
||||||||||||
Pennsylvania
|
1,378
|
85%
|
10
|
3
|
1
|
14
|
||||||||||||
Alabama
|
1,365
|
94%
|
6
|
3
|
1
|
10
|
||||||||||||
Rhode Island
|
1,184
|
87%
|
1
|
4
|
4
|
9
|
||||||||||||
Missouri
|
1,181
|
91%
|
2
|
1
|
2
|
5
|
||||||||||||
Minnesota
|
935
|
88%
|
3
|
15
|
1
|
19
|
||||||||||||
Kentucky
|
913
|
90%
|
1
|
4
|
1
|
6
|
||||||||||||
Connecticut
|
893
|
82%
|
2
|
7
|
1
|
10
|
||||||||||||
Wisconsin
|
805
|
87%
|
6
|
12
|
2
|
20
|
||||||||||||
New Mexico
|
796
|
77%
|
2
|
4
|
1
|
7
|
||||||||||||
Mississippi
|
682
|
92%
|
5
|
4
|
0
|
9
|
||||||||||||
Nevada
|
677
|
85%
|
2
|
5
|
1
|
8
|
||||||||||||
Maryland
|
614
|
85%
|
1
|
3
|
3
|
7
|
||||||||||||
Louisiana
|
611
|
86%
|
6
|
1
|
0
|
7
|
||||||||||||
Idaho
|
605
|
84%
|
7
|
1
|
0
|
8
|
||||||||||||
Arkansas
|
495
|
88%
|
4
|
0
|
1
|
5
|
||||||||||||
Nebraska
|
456
|
86%
|
0
|
5
|
0
|
5
|
||||||||||||
Utah
|
368
|
88%
|
0
|
2
|
2
|
4
|
||||||||||||
West Virginia
|
271
|
89%
|
1
|
2
|
0
|
3
|
||||||||||||
Montana
|
238
|
93%
|
1
|
2
|
0
|
3
|
||||||||||||
Delaware
|
200
|
95%
|
2
|
1
|
0
|
3
|
||||||||||||
Iowa
|
182
|
80%
|
1
|
0
|
1
|
2
|
||||||||||||
Wyoming
|
112
|
88%
|
0
|
2
|
0
|
2
|
||||||||||||
Vermont
|
101
|
94%
|
1
|
0
|
0
|
1
|
||||||||||||
New Hampshire
|
90
|
97%
|
1
|
0
|
0
|
1
|
||||||||||||
North Dakota
|
85
|
86%
|
0
|
1
|
0
|
1
|
||||||||||||
Total
|
110,859
|
88%
|
399
|
583
|
161
|
1,143
|
(1) | Includes the impact of managed properties. |
(2) | Represents occupancy at December 31, 2014. |
Item 3. | Legal Proceedings. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Fiscal 2014
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
34.37
|
$
|
26.11
|
||||
Second Quarter
|
$
|
34.80
|
$
|
29.50
|
||||
Third Quarter
|
$
|
36.18
|
$
|
32.02
|
||||
Fourth Quarter
|
$
|
37.03
|
$
|
30.12
|
Fiscal 2013
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
29.92
|
$
|
25.04
|
||||
Second Quarter
|
$
|
30.31
|
$
|
25.31
|
||||
Third Quarter
|
$
|
30.65
|
$
|
24.42
|
||||
Fourth Quarter
|
$
|
30.00
|
$
|
25.46
|
Item 6. | Selected Financial Data. |
For the Years Ended December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
(in thousands, except per share and other operating data)
|
||||||||||||||||||||
Total revenue
|
$
|
3,831,706
|
$
|
2,891,966
|
$
|
2,768,738
|
$
|
2,456,483
|
$
|
2,278,920
|
||||||||||
Facility operating expense
|
2,210,368
|
1,671,945
|
1,630,919
|
1,508,571
|
1,437,930
|
|||||||||||||||
General and administrative expense
|
280,267
|
180,627
|
178,829
|
148,327
|
131,709
|
|||||||||||||||
Transaction costs
|
66,949
|
3,921
|
―
|
―
|
―
|
|||||||||||||||
Facility lease expense
|
323,830
|
276,729
|
284,025
|
274,858
|
270,905
|
|||||||||||||||
Depreciation and amortization
|
537,035
|
268,757
|
252,281
|
268,506
|
292,341
|
|||||||||||||||
(Gain) loss on facility lease termination
|
—
|
―
|
(11,584
|
)
|
―
|
4,608
|
||||||||||||||
Gain on sale of communities, net
|
―
|
―
|
―
|
―
|
(3,298
|
)
|
||||||||||||||
Loss (gain) on acquisition
|
—
|
―
|
636
|
(1,982
|
)
|
―
|
||||||||||||||
Asset impairment
|
9,992
|
12,891
|
27,677
|
16,892
|
13,075
|
|||||||||||||||
Costs incurred on behalf of managed communities
|
488,170
|
345,808
|
325,016
|
152,566
|
67,271
|
|||||||||||||||
Total operating expense
|
3,916,611
|
2,760,678
|
2,687,799
|
2,367,738
|
2,214,541
|
|||||||||||||||
(Loss) income from operations
|
(84,905
|
)
|
131,288
|
80,939
|
88,745
|
64,379
|
||||||||||||||
Interest income
|
1,343
|
1,339
|
4,012
|
3,538
|
2,238
|
|||||||||||||||
Interest expense:
|
||||||||||||||||||||
Debt
|
(128,002
|
)
|
(96,131
|
)
|
(98,183
|
)
|
(93,229
|
)
|
(102,245
|
)
|
||||||||||
Capital and financing lease obligations
|
(109,998
|
)
|
(25,194
|
)
|
(30,155
|
)
|
(31,644
|
)
|
(30,396
|
)
|
||||||||||
Amortization of deferred financing costs and debt premium (discount)
|
(7,477
|
)
|
(17,054
|
)
|
(18,081
|
)
|
(13,427
|
)
|
(8,963
|
)
|
||||||||||
Change in fair value of derivatives
|
(2,711
|
)
|
980
|
(364
|
)
|
(3,878
|
)
|
(4,118
|
)
|
|||||||||||
Debt modification and extinguishment costs
|
(6,387
|
)
|
(1,265
|
)
|
(221
|
)
|
(18,863
|
)
|
(1,557
|
)
|
||||||||||
Equity in earnings (loss) of unconsolidated ventures
|
171
|
1,484
|
(3,488
|
)
|
1,432
|
168
|
||||||||||||||
Other non-operating income (expense)
|
7,235
|
2,725
|
593
|
56
|
(1,454
|
)
|
||||||||||||||
Loss before income taxes
|
(330,731
|
)
|
(1,828
|
)
|
(64,948
|
)
|
(67,270
|
)
|
(81,948
|
)
|
||||||||||
Benefit (provision) for income taxes
|
181,305
|
(1,756
|
)
|
(1,519
|
)
|
(1,780
|
)
|
32,062
|
||||||||||||
Net loss
|
(149,426
|
)
|
(3,584
|
)
|
(66,467
|
)
|
(69,050
|
)
|
(49,886
|
)
|
||||||||||
Net loss attributable to noncontrolling interest
|
436
|
―
|
―
|
―
|
―
|
|||||||||||||||
Net loss attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
$
|
(69,050
|
)
|
$
|
(49,886
|
)
|
|||||
Basic and diluted net loss per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(1.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
$
|
(0.57
|
)
|
$
|
(0.42
|
)
|
|||||
Weighted average shares of common stock used in computing basic and diluted net loss per share
|
148,185
|
123,671
|
121,991
|
121,161
|
120,010
|
|||||||||||||||
Other Operating Data:
|
||||||||||||||||||||
Total number of communities (at end of period)
|
1,143
|
649
|
647
|
647
|
559
|
|||||||||||||||
Total units operated
(1)
|
||||||||||||||||||||
Period end
|
110,219
|
66,832
|
65,936
|
66,183
|
50,521
|
|||||||||||||||
Weighted average
|
84,299
|
66,173
|
66,102
|
55,548
|
50,870
|
|||||||||||||||
Owned/leased communities occupancy rate (weighted average)
|
88.3
|
%
|
88.7
|
%
|
88.0
|
%
|
87.3
|
%
|
87.1
|
%
|
||||||||||
Senior Housing average monthly revenue per unit
(2)
|
4,357
|
$
|
4,383
|
$
|
4,271
|
$
|
4,193
|
$
|
4,053
|
As of December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
104.1
|
$
|
58.5
|
$
|
69.2
|
$
|
30.8
|
$
|
81.8
|
||||||||||
Total assets
|
$
|
10,521.4
|
$
|
4,737.8
|
$
|
4,706.8
|
$
|
4,503.4
|
$
|
4,565.8
|
||||||||||
Total long-term debt and line of credit
|
$
|
3,616.7
|
$
|
2,366.8
|
$
|
2,359.6
|
$
|
2,115.4
|
$
|
2,199.1
|
||||||||||
Total capital and financing lease obligations
|
$
|
2,649.2
|
$
|
299.8
|
$
|
319.8
|
$
|
348.2
|
$
|
371.2
|
||||||||||
Total equity
|
$
|
2,882.2
|
$
|
1,020.9
|
$
|
997.0
|
$
|
1,035.3
|
$
|
1,056.0
|
(1)
|
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
(2)
|
Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units.
|
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
|
Emeritus Merger
. On July 31, 2014, we acquired Emeritus, a senior living service provider focused on operating residential style communities throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately $1.6 billion and our assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indebtedness. At the closing of the merger, the size of our consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we directly or indirectly assumed in the merger. The Emeritus communities provide independent living, assisted living, memory care and, to a lesser extent, skilled nursing care. The merger significantly increased our scale and provides us the opportunity to leverage this scale to build our national brand and provide greater organic growth, achieve greater operating efficiencies, and drive new innovations to serve our residents. In addition, the merger provided us entry into 10 new states and significantly increased our presence in many high-population states, especially in the west and northeast. Enhanced geographic coverage and density is a contributing factor to our ability to increase our operating efficiencies and may provide additional opportunities for growth from markets with clusters of assets. The merger also enables us to expand our therapy, home health and hospice ancillary programs into the Emeritus communities and accelerate the introduction of Emeritus' Nurse on Call home health services into our major markets. The results of Emeritus' operations have been included in the consolidated financial statements subsequent to the acquisition date.
|
|
HCP Ventures and Lease Amendments
. On August 29, 2014, we completed transactions with HCP pursuant to which we and HCP entered into two ventures and amended the terms of certain existing triple net leases between us and HCP (including those acquired in the Emeritus merger). Each of the ventures uses a "RIDEA" structure, whereby we and HCP invested in an "opco" entity and a "propco" entity. The propco owns most of the applicable communities and leases such communities to the opco pursuant to long-term leases entered into at the closing. The opco owns the remainder of the applicable communities not owned by the propco, and at the closing the opco engaged an affiliate of ours to manage all of the owned and leased communities pursuant to management agreements with 15-year terms subject to certain extension options. The transactions with HCP provide us a strategic capital platform to continue to grow in the senior housing industry and to deliver the best, high-quality solutions for our current residents and address the growing population of seniors.
|
Years Ended
December 31,
|
Increase
(Decrease)
|
|||||||||||||||
2014
|
2013
|
Amount
|
Percent
|
|||||||||||||
Total revenue
|
$
|
3,831.7
|
$
|
2,892.0
|
$
|
939.7
|
32.5
|
%
|
||||||||
Facility Operating Expense
|
$
|
2,210.4
|
$
|
1,671.9
|
$
|
538.4
|
32.2
|
%
|
||||||||
Net loss attributable to Brookdale Senior Living, Inc. common stockholders
|
$
|
(149.0
|
)
|
$
|
(3.6
|
)
|
$
|
145.4
|
NM
|
|||||||
Adjusted EBITDA
|
$
|
490.7
|
$
|
463.2
|
$
|
27.5
|
5.9
|
%
|
||||||||
Cash From Facility Operations
|
$
|
218.3
|
$
|
294.0
|
$
|
(75.7
|
)
|
(25.7
|
)%
|
|||||||
Facility Operating Income
|
$
|
1,070.4
|
$
|
812.2
|
$
|
258.2
|
31.8
|
%
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2014
|
2013
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
582,312
|
$
|
526,284
|
$
|
56,028
|
10.6
|
%
|
||||||||
Assisted Living
|
1,685,563
|
1,051,868
|
633,695
|
60.2
|
%
|
|||||||||||
CCRCs - Rental
|
493,173
|
396,975
|
96,198
|
24.2
|
%
|
|||||||||||
CCRCs - Entry Fee
|
202,414
|
297,756
|
(95,342
|
)
|
(32.0
|
)%
|
||||||||||
Brookdale Ancillary Services
|
337,835
|
242,150
|
95,685
|
39.5
|
%
|
|||||||||||
Total resident fees
|
3,301,297
|
2,515,033
|
786,264
|
31.3
|
%
|
|||||||||||
Management services
(1)
|
530,409
|
376,933
|
153,476
|
40.7
|
%
|
|||||||||||
Total revenue
|
3,831,706
|
2,891,966
|
939,740
|
32.5
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
333,429
|
304,002
|
29,427
|
9.7
|
%
|
|||||||||||
Assisted Living
|
1,077,074
|
662,190
|
414,884
|
62.7
|
%
|
|||||||||||
CCRCs - Rental
|
371,512
|
287,949
|
83,563
|
29.0
|
%
|
|||||||||||
CCRCs - Entry Fee
|
153,981
|
221,363
|
(67,382
|
)
|
(30.4
|
)%
|
||||||||||
Brookdale Ancillary Services
|
274,372
|
196,441
|
77,931
|
39.7
|
%
|
|||||||||||
Total facility operating expense
|
2,210,368
|
1,671,945
|
538,423
|
32.2
|
%
|
|||||||||||
General and administrative expense
|
280,267
|
180,627
|
99,640
|
55.2
|
%
|
|||||||||||
Transaction costs
|
66,949
|
3,921
|
63,028
|
NM
|
||||||||||||
Facility lease expense
|
323,830
|
276,729
|
47,101
|
17.0
|
%
|
|||||||||||
Depreciation and amortization
|
537,035
|
268,757
|
268,278
|
99.8
|
%
|
|||||||||||
Asset impairment
|
9,992
|
12,891
|
(2,899
|
)
|
(22.5
|
)%
|
||||||||||
Costs incurred on behalf of managed communities
|
488,170
|
345,808
|
142,362
|
41.2
|
%
|
|||||||||||
Total operating expense
|
3,916,611
|
2,760,678
|
1,155,933
|
41.9
|
%
|
|||||||||||
(Loss) income from operations
|
(84,905
|
)
|
131,288
|
(216,193
|
)
|
(164.7
|
)%
|
|||||||||
Interest income
|
1,343
|
1,339
|
4
|
0.3
|
%
|
|||||||||||
Interest expense:
|
||||||||||||||||
Debt
|
(128,002
|
)
|
(96,131
|
)
|
31,871
|
33.2
|
%
|
|||||||||
Capital and financing lease obligations
|
(109,998
|
)
|
(25,194
|
)
|
84,804
|
336.6
|
%
|
|||||||||
Amortization of deferred financing costs and debt premium (discount)
|
(7,477
|
)
|
(17,054
|
)
|
(9,577
|
)
|
(56.2
|
)%
|
||||||||
Change in fair value of derivatives
|
(2,711
|
)
|
980
|
3,691
|
376.6
|
%
|
||||||||||
Debt modification and extinguishment costs
|
(6,387
|
)
|
(1,265
|
)
|
5,122
|
404.9
|
%
|
|||||||||
Equity in earnings of unconsolidated ventures
|
171
|
1,484
|
(1,313
|
)
|
(88.5
|
)%
|
||||||||||
Other non-operating income
|
7,235
|
2,725
|
4,510
|
165.5
|
%
|
|||||||||||
Loss before income taxes
|
(330,731
|
)
|
(1,828
|
)
|
328,903
|
NM
|
||||||||||
Benefit (provision) for income taxes
|
181,305
|
(1,756
|
)
|
183,061
|
NM
|
|||||||||||
Net loss
|
(149,426
|
)
|
(3,584
|
)
|
145,842
|
NM
|
||||||||||
Net loss attributable to noncontrolling interest
|
436
|
—
|
436
|
100.0
|
%
|
|||||||||||
Net loss attributable to Brookdale Senior Living, Inc. common stockholders
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
146,278
|
NM
|
|||||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities (period end)
|
1,143
|
649
|
494
|
76.1
|
%
|
|||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
110,219
|
65,832
|
44,387
|
67.4
|
%
|
|||||||||||
Weighted average
|
84,299
|
66,173
|
18,126
|
27.4
|
%
|
|||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
82,984
|
48,422
|
34,562
|
71.4
|
%
|
|||||||||||
Weighted average
|
63,710
|
48,090
|
15,620
|
32.5
|
%
|
|||||||||||
Owned/leased communities occupancy rate (weighted average)
|
88.3
|
%
|
88.7
|
%
|
(0.4
|
)%
|
(0.5
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,357
|
$
|
4,383
|
$
|
(26
|
)
|
(0.6
|
)%
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2014
|
2013
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
99
|
76
|
23
|
30.3
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,315
|
14,454
|
2,861
|
19.8
|
%
|
|||||||||||
Weighted average
|
15,558
|
14,439
|
1,119
|
7.7
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
89.5
|
%
|
89.8
|
%
|
(0.3
|
)%
|
(0.3
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
3,485
|
$
|
3,381
|
$
|
104
|
3.1
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
838
|
438
|
400
|
91.3
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
55,189
|
22,158
|
33,031
|
149.1
|
%
|
|||||||||||
Weighted average
|
36,350
|
21,679
|
14,671
|
67.7
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
88.7
|
%
|
89.7
|
%
|
(1.0
|
)%
|
(1.1
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,356
|
$
|
4,510
|
$
|
(154
|
)
|
(3.4
|
)%
|
|||||||
CCRCs - Rental
|
||||||||||||||||
Number of communities (period end)
|
45
|
26
|
19
|
73.1
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
10,480
|
6,478
|
4,002
|
61.8
|
%
|
|||||||||||
Weighted average
|
8,298
|
6,669
|
1,629
|
24.4
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
85.8
|
%
|
86.8
|
%
|
(1.0
|
)%
|
(1.2
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,757
|
$
|
5,715
|
$
|
42
|
0.7
|
%
|
||||||||
CCRCs - Entry Fee
|
||||||||||||||||
Number of communities (period end)
|
—
|
14
|
(14
|
)
|
(100.0
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
—
|
5,332
|
(5,332
|
)
|
(100.0
|
)%
|
||||||||||
Weighted average
|
3,504
|
5,303
|
(1,799
|
)
|
(33.9
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
85.2
|
%
|
84.2
|
%
|
1.0
|
%
|
1.2
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,103
|
$
|
5,013
|
$
|
90
|
1.8
|
%
|
||||||||
Other Entry Fee Data
|
||||||||||||||||
Non-refundable entrance fees sales
|
$
|
32,704
|
$
|
44,191
|
$
|
(11,487
|
)
|
(26.0
|
)%
|
|||||||
Refundable entrance fees sales
(4)
|
20,342
|
48,140
|
(27,798
|
)
|
(57.7
|
)%
|
||||||||||
Total entrance fee receipts
|
53,046
|
92,331
|
(39,285
|
)
|
(42.5
|
)%
|
||||||||||
Refunds
|
(25,865
|
)
|
(35,325
|
)
|
(9,460
|
)
|
(26.8
|
)%
|
||||||||
Net entrance fees
|
$
|
27,181
|
$
|
57,006
|
$
|
(29,825
|
)
|
(52.3
|
)%
|
|||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
161
|
95
|
66
|
69.5
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
27,235
|
17,410
|
9,825
|
56.4
|
%
|
|||||||||||
Weighted average
|
20,589
|
18,083
|
2,506
|
13.9
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
86.5
|
%
|
85.4
|
%
|
1.1
|
%
|
1.3
|
%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
3,053,436
|
3,325,129
|
(271,693
|
)
|
(8.2
|
)%
|
||||||||||
Home Health average census
|
8,345
|
4,498
|
3,847
|
85.5
|
%
|
(1) | Management services segment revenue includes reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities. |
(2) | Period-end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes. |
(3) | Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units. |
(4) | Refundable entrance fee sales for the years ended December 31, 2014 and 2013 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $2.9 million and $19.0 million for the years ended December 31, 2014 and 2013, respectively. |
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2013
|
2012
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
526,284
|
$
|
503,902
|
$
|
22,382
|
4.4
|
%
|
||||||||
Assisted Living
|
1,051,868
|
1,013,337
|
38,531
|
3.8
|
%
|
|||||||||||
CCRCs - Rental
|
396,975
|
385,479
|
11,496
|
3.0
|
%
|
|||||||||||
CCRCs - Entry Fee
|
297,756
|
285,701
|
12,055
|
4.2
|
%
|
|||||||||||
Brookdale Ancillary Services
|
242,150
|
224,517
|
17,633
|
7.9
|
%
|
|||||||||||
Total resident fees
|
2,515,033
|
2,412,936
|
102,097
|
4.2
|
%
|
|||||||||||
Management services
(1)
|
376,933
|
355,802
|
21,131
|
5.9
|
%
|
|||||||||||
Total revenue
|
2,891,966
|
2,768,738
|
123,228
|
4.5
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
304,002
|
298,317
|
5,685
|
1.9
|
%
|
|||||||||||
Assisted Living
|
662,190
|
652,153
|
10,037
|
1.5
|
%
|
|||||||||||
CCRCs - Rental
|
287,949
|
279,416
|
8,533
|
3.1
|
%
|
|||||||||||
CCRCs - Entry Fee
|
221,363
|
224,296
|
(2,933
|
)
|
(1.3
|
)%
|
||||||||||
Brookdale Ancillary Services
|
196,441
|
176,737
|
19,704
|
11.1
|
%
|
|||||||||||
Total facility operating expense
|
1,671,945
|
1,630,919
|
41,026
|
2.5
|
%
|
|||||||||||
General and administrative expense
|
180,627
|
178,829
|
1,798
|
1.0
|
%
|
|||||||||||
Transaction costs
|
3,921
|
—
|
3,921
|
NM
|
||||||||||||
Facility lease expense
|
276,729
|
284,025
|
(7,296
|
)
|
(2.6
|
)%
|
||||||||||
Depreciation and amortization
|
268,757
|
252,281
|
16,476
|
6.5
|
%
|
|||||||||||
Asset impairment
|
12,891
|
27,677
|
(14,786
|
)
|
(53.4
|
)%
|
||||||||||
Loss on acquisition
|
—
|
636
|
(636
|
)
|
(100.0
|
)%
|
||||||||||
Gain on facility lease termination
|
—
|
(11,584
|
)
|
(11,584
|
)
|
(100.0
|
)%
|
|||||||||
Costs incurred on behalf of managed communities
|
345,808
|
325,016
|
20,792
|
6.4
|
%
|
|||||||||||
Total operating expense
|
2,760,678
|
2,687,799
|
72,879
|
2.7
|
%
|
|||||||||||
Income from operations
|
131,288
|
80,939
|
50,349
|
62.2
|
%
|
|||||||||||
Interest income
|
1,339
|
4,012
|
(2,673
|
)
|
(66.6
|
)%
|
||||||||||
Interest expense:
|
||||||||||||||||
Debt
|
(96,131
|
)
|
(98,183
|
)
|
(2,052
|
)
|
(2.1
|
)%
|
||||||||
Capital and financing lease obligation
|
(25,194
|
)
|
(30,155
|
)
|
(4,961
|
)
|
(16.5
|
)%
|
||||||||
Amortization of deferred financing costs and debt discount
|
(17,054
|
)
|
(18,081
|
)
|
(1,027
|
)
|
(5.7
|
)%
|
||||||||
Change in fair value of derivatives
|
980
|
(364
|
)
|
1,344
|
369.2
|
%
|
||||||||||
Debt modification and extinguishment costs
|
(1,265
|
)
|
(221
|
)
|
1,044
|
472.4
|
%
|
|||||||||
Equity in earnings (loss) of unconsolidated ventures
|
1,484
|
(3,488
|
)
|
4,972
|
142.5
|
%
|
||||||||||
Other non-operating income
|
2,725
|
593
|
2,132
|
359.5
|
%
|
|||||||||||
Loss before income taxes
|
(1,828
|
)
|
(64,948
|
)
|
(63,120
|
)
|
(97.2
|
)%
|
||||||||
Provision for income taxes
|
(1,756
|
)
|
(1,519
|
)
|
237
|
15.6
|
%
|
|||||||||
Net loss
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
$
|
(62,883
|
)
|
(94.6
|
)%
|
|||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities (period end)
|
649
|
647
|
―
|
―
|
||||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
65,832
|
65,936
|
(104
|
)
|
(0.2
|
)%
|
||||||||||
Weighted average
|
66,173
|
66,102
|
71
|
0.1
|
%
|
|||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
48,422
|
47,938
|
484
|
1.0
|
%
|
|||||||||||
Weighted average
|
48,090
|
47,947
|
143
|
0.3
|
%
|
|||||||||||
Owned/leased communities occupancy rate (weighted average)
|
88.7
|
%
|
88.0
|
%
|
0.7
|
%
|
0.8
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,383
|
$
|
4,271
|
$
|
112
|
2.6
|
%
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2013
|
2012
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
76
|
76
|
—
|
—
|
||||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
14,454
|
14,433
|
21
|
0.1
|
%
|
|||||||||||
Weighted average
|
14,439
|
14,445
|
(6
|
)
|
—
|
|||||||||||
Occupancy rate (weighted average)
|
89.8
|
%
|
89.1
|
%
|
0.7
|
%
|
0.8
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
3,381
|
$
|
3,263
|
$
|
118
|
3.6
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
438
|
433
|
5
|
1.2
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
22,158
|
21,551
|
607
|
2.8
|
%
|
|||||||||||
Weighted average
|
21,679
|
21,625
|
54
|
0.2
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
89.7
|
%
|
88.9
|
%
|
0.8
|
%
|
0.9
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,510
|
$
|
4,390
|
$
|
120
|
2.7
|
%
|
||||||||
CCRCs - Rental
|
||||||||||||||||
Number of communities (period end)
|
26
|
27
|
(1
|
)
|
(3.7
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
6,478
|
6,691
|
(213
|
)
|
(3.2
|
)%
|
||||||||||
Weighted average
|
6,669
|
6,667
|
2
|
—
|
||||||||||||
Occupancy rate (weighted average)
|
86.8
|
%
|
86.3
|
%
|
0.5
|
%
|
0.6
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,715
|
$
|
5,588
|
$
|
127
|
2.3
|
%
|
||||||||
CCRCs - Entry Fee
|
||||||||||||||||
Number of communities (period end)
|
14
|
14
|
—
|
—
|
||||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
5,332
|
5,263
|
69
|
1.3
|
%
|
|||||||||||
Weighted average
|
5,303
|
5,210
|
93
|
1.8
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
84.2
|
%
|
83.7
|
%
|
0.5
|
%
|
0.6
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,013
|
$
|
4,978
|
$
|
35
|
0.7
|
%
|
||||||||
Other Entry Fee Data
|
||||||||||||||||
Non-refundable entrance fees sales
|
$
|
44,191
|
$
|
40,105
|
$
|
4,086
|
10.2
|
%
|
||||||||
Refundable entrance fees sales
(4)
|
48,140
|
42,600
|
5,540
|
13.0
|
%
|
|||||||||||
Total entrance fee receipts
|
92,331
|
82,705
|
9,626
|
11.6
|
%
|
|||||||||||
Refunds
|
(35,325
|
)
|
(27,356
|
)
|
7,969
|
29.1
|
%
|
|||||||||
Net entrance fees
|
$
|
57,006
|
$
|
55,349
|
$
|
1,657
|
3.0
|
%
|
||||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
95
|
97
|
(2
|
)
|
(2.1
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,410
|
17,998
|
(588
|
)
|
(3.3
|
)%
|
||||||||||
Weighted average
|
18,083
|
18,155
|
(72
|
)
|
(0.4
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
85.4
|
%
|
84.5
|
%
|
0.9
|
%
|
1.1
|
%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
3,325,129
|
3,566,654
|
(241,525
|
)
|
(6.8
|
)%
|
||||||||||
Home Health average census
|
4,498
|
3,710
|
788
|
21.2
|
%
|
(1) | Management services segment revenue includes reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities. |
(2) | Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes. |
(3) | Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units. |
(4) | Refundable entrance fee sales for the years ended December 31, 2013 and 2012 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $19.0 million and $13.3 million for the years ended December 31, 2013 and 2012, respectively. |
Year Ended
December 31,
|
||||||||
2014
|
2013
|
|||||||
Cash provided by operating activities
|
$
|
242,652
|
$
|
366,121
|
||||
Cash used in investing activities
|
(314,882
|
)
|
(264,806
|
)
|
||||
Cash provided by (used in) financing activities
|
117,802
|
(112,044
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
45,572
|
(10,729
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
58,511
|
69,240
|
||||||
Cash and cash equivalents at end of year
|
$
|
104,083
|
$
|
58,511
|
|
cash balances on hand;
|
|
cash flows from operations;
|
|
funds generated through unconsolidated venture arrangements;
|
|
proceeds from our credit facilities;
|
|
proceeds from mortgage financing, refinancing of various assets or sale-leaseback transactions; and
|
|
with somewhat lesser frequency, funds raised in the debt or equity markets and proceeds from the selective disposition of underperforming and/or non-core assets.
|
|
working capital;
|
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
|
debt service and lease payments;
|
|
acquisition consideration and transaction and integration costs;
|
|
cash collateral required to be posted in connection with our interest rate swaps and related financial instruments;
|
|
capital expenditures and improvements, including the expansion of our current communities and the development of new communities;
|
|
dividend payments;
|
|
purchases of common stock under our share repurchase authorizations; and
|
|
other corporate initiatives (including integration, information systems and branding).
|
|
working capital;
|
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
|
debt service and lease payments;
|
|
capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our existing communities;
|
|
cash funding needs of our unconsolidated ventures for operating, capital expenditure and financing needs; and
|
|
other corporate initiatives (including integration, information systems and branding).
|
Actual 2014
|
Anticipated 2015 Range
|
|||||||
Recurring
(1)
|
$
|
50.8
|
$
|
75.0 - 77.0
|
||||
EBITDA-enhancing / Major Projects
(2)
|
109.2
|
210.0 - 215.0
|
||||||
Program Max
(2)
|
94.4
|
125.0 - 175.0
|
||||||
Corporate, integration and other
|
49.8
|
108.0 - 117.0
|
||||||
Total capital expenditures
|
$
|
304.2
|
$
|
518.0 - 584.0
|
(2) | Amounts shown are amounts of gross capital expenditures. Certain capital expenditures are subject to third party lessor funding. For the year ended December 31, 2014 we received $34.6 million of lessor reimbursements. For 2015 we anticipate receiving approximately $115.0 million - $170.0 million of lessor reimbursements for both categories in the table. |
Payments Due during the Year Ending December 31,
|
||||||||||||||||||||||||||||
Total
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
||||||||||||||||||||||
(dollars in millions)
|
||||||||||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||||||||||
Long-term debt and line of credit obligations
(1)
|
$
|
4,305.2
|
$
|
314.7
|
$
|
219.2
|
$
|
696.5
|
$
|
1,391.9
|
$
|
208.1
|
$
|
1,474.8
|
||||||||||||||
Capital and financing lease obligations
(2)
|
5,055.7
|
247.0
|
323.4
|
280.1
|
283.8
|
291.5
|
3,629.9
|
|||||||||||||||||||||
Operating lease obligations
(2)
|
3,127.5
|
396.0
|
396.0
|
381.7
|
366.0
|
348.1
|
1,239.7
|
|||||||||||||||||||||
Refundable entrance fee obligations
(3)
|
25.1
|
3.4
|
3.4
|
3.4
|
3.4
|
3.4
|
8.1
|
|||||||||||||||||||||
Total contractual obligations
|
$
|
12,513.5
|
$
|
961.1
|
$
|
942.0
|
$
|
1,361.7
|
$
|
2,045.1
|
$
|
851.1
|
$
|
6,352.5
|
||||||||||||||
Total commercial construction commitments
|
$
|
97.5
|
$
|
75.7
|
$
|
21.8
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
(1) | Includes line of credit and contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2014 rate. |
(2) | Reflects future cash payments after giving effect to non-contingent lease escalators and assumes payments on variable rate instruments at the December 31, 2014 rate. |
(3) | Future refunds of entrance fees are estimated based on historical payment trends. These refund obligations are generally offset by proceeds received from resale of the vacated apartment units. Historically, proceeds from resales of entrance fee units each year generally offset refunds paid and generate excess cash to us. |
|
provision (benefit) for income taxes;
|
|
non-operating (income) expense items;
|
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
|
depreciation and amortization (including non-cash impairment charges);
|
|
straight-line lease expense (income), net of amortization of (above) below market rents;
|
|
amortization of deferred gain;
|
|
amortization of deferred entrance fees;
|
|
non-cash stock-based compensation expense; and
|
|
change in future service obligation;
|
|
entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization).
|
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31
(1)
,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Net loss
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||
(Benefit) provision for income taxes
|
(181,305
|
)
|
1,756
|
1,519
|
||||||||
Other non-operating income
|
(7,235
|
)
|
(2,725
|
)
|
(593
|
)
|
||||||
Equity in (earnings) loss of unconsolidated ventures
|
(171
|
)
|
(1,484
|
)
|
3,488
|
|||||||
Debt modification and extinguishment costs
|
6,387
|
1,265
|
221
|
|||||||||
Interest expense:
|
||||||||||||
Debt
|
128,002
|
96,131
|
98,183
|
|||||||||
Capital and financing lease obligations
|
109,998
|
25,194
|
30,155
|
|||||||||
Amortization of deferred financing costs and debt (premium) discount
|
7,477
|
17,054
|
18,081
|
|||||||||
Change in fair value of derivatives
|
2,711
|
(980
|
)
|
364
|
||||||||
Interest income
|
(1,343
|
)
|
(1,339
|
)
|
(4,012
|
)
|
||||||
(Loss) income from operations
|
(84,905
|
)
|
131,288
|
80,939
|
||||||||
Gain on facility lease termination
|
—
|
—
|
(11,584
|
)
|
||||||||
Loss on acquisition
|
—
|
—
|
636
|
|||||||||
Depreciation and amortization
|
537,035
|
268,757
|
252,281
|
|||||||||
Asset impairment
|
9,992
|
12,891
|
27,677
|
|||||||||
Straight-line lease expense
|
1,439
|
2,597
|
6,668
|
|||||||||
Amortization of (above) below market lease, net
|
(3,444
|
)
|
—
|
—
|
||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(21,220
|
)
|
(29,009
|
)
|
(25,362
|
)
|
||||||
Non-cash stock-based compensation expense
|
28,299
|
25,978
|
25,520
|
|||||||||
Change in future service obligation
|
670
|
(1,917
|
)
|
2,188
|
||||||||
Entrance fee receipts
(2)
|
53,046
|
92,331
|
82,705
|
|||||||||
Entrance fee disbursements
|
(25,865
|
)
|
(35,325
|
)
|
(27,356
|
)
|
||||||
Adjusted EBITDA
|
$
|
490,675
|
$
|
463,219
|
$
|
409,940
|
(1) | The calculation of Adjusted EBITDA includes integration, transaction and EMR roll-out costs of $146.4 million, $14.5 million and $23.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
(2) | Includes the receipt of refundable and non-refundable entrance fees. |
|
changes in operating assets and liabilities;
|
|
deferred interest and fees added to principal;
|
|
refundable entrance fees received;
|
|
first generation entrance fee receipts at a recently opened entrance fee CCRC prior to stabilization;
|
|
entrance fee refunds disbursed adjusted for first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization;
|
|
lease financing debt amortization with fair market value or no purchase options;
|
|
gain (loss) on facility lease termination;
|
|
recurring capital expenditures, net;
|
|
distributions from unconsolidated ventures from cumulative share of net earnings;
|
|
CFFO from unconsolidated ventures; and
|
|
other.
|
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31
(1)
,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Net cash provided by operating activities
|
$
|
242,652
|
$
|
366,121
|
$
|
290,969
|
||||||
Changes in operating assets and liabilities
|
37,099
|
(33,198
|
)
|
(20,698
|
)
|
|||||||
Refundable entrance fees received
(2)(3)
|
20,342
|
48,140
|
42,600
|
|||||||||
Entrance fee refunds disbursed
|
(25,865
|
)
|
(35,325
|
)
|
(27,356
|
)
|
||||||
Recurring capital expenditures, net
|
(50,762
|
)
|
(42,901
|
)
|
(38,306
|
)
|
||||||
Lease financing debt amortization with fair market value or no purchase options
|
(28,618
|
)
|
(13,927
|
)
|
(12,120
|
)
|
||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(1,840
|
)
|
(2,691
|
)
|
(1,507
|
)
|
||||||
CFFO from unconsolidated ventures
|
25,334
|
7,804
|
5,376
|
|||||||||
Cash From Facility Operations
|
$
|
218,342
|
$
|
294,023
|
$
|
238,958
|
(1) | The calculation of Cash From Facility Operations includes integration, transaction and EMR roll-out costs of $146.4 million, $14.5 million and $23.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
(2) | Entrance fee receipts include promissory notes issued to us by the resident in lieu of a portion of the entrance fees due. Notes issued (net of collections) for the years ended December 31, 2014, 2013 and 2012 were $9.3 million, $1.4 million and $0.2 million, respectively. |
(3) | Total entrance fee receipts for the year ended December 31, 2014, 2013 and 2012 were $53.0 million, $92.3 million and $82.7 million, respectively, including $32.7 million, $44.2 million and $40.1 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities. |
|
provision (benefit) for income taxes;
|
|
non-operating (income) expense items;
|
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
|
depreciation and amortization (including non-cash impairment charges);
|
|
facility lease expense;
|
|
general and administrative expense, including non-cash stock-based compensation expense;
|
|
transaction costs;
|
|
change in future service obligation;
|
|
amortization of deferred entrance fee revenue; and
|
|
management fees.
|
|
interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Net loss
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||
(Benefit) provision for income taxes
|
(181,305
|
)
|
1,756
|
1,519
|
||||||||
Other non-operating income
|
(7,235
|
)
|
(2,725
|
)
|
(593
|
)
|
||||||
Equity in (earnings) loss of unconsolidated ventures
|
(171
|
)
|
(1,484
|
)
|
3,488
|
|||||||
Debt modification and extinguishment costs
|
6,387
|
1,265
|
221
|
|||||||||
Interest expense:
|
||||||||||||
Debt
|
128,002
|
96,131
|
98,183
|
|||||||||
Capital and financing lease obligations
|
109,998
|
25,194
|
30,155
|
|||||||||
Amortization of deferred financing costs and debt (premium) discount
|
7,477
|
17,054
|
18,081
|
|||||||||
Change in fair value of derivatives
|
2,711
|
(980
|
)
|
364
|
||||||||
Interest income
|
(1,343
|
)
|
(1,339
|
)
|
(4,012
|
)
|
||||||
(Loss) income from operations
|
(84,905
|
)
|
131,288
|
80,939
|
||||||||
Gain on facility lease termination
|
—
|
—
|
(11,584
|
)
|
||||||||
Depreciation and amortization
|
537,035
|
268,757
|
252,281
|
|||||||||
Asset impairment
|
9,992
|
12,891
|
27,677
|
|||||||||
Loss on acquisition
|
—
|
—
|
636
|
|||||||||
Facility lease expense
|
323,830
|
276,729
|
284,025
|
|||||||||
General and administrative (including non-cash stock-based compensation expense)
|
280,267
|
180,627
|
178,829
|
|||||||||
Transaction costs
|
66,949
|
3,921
|
—
|
|||||||||
Change in future service obligation
|
670
|
(1,917
|
)
|
2,188
|
||||||||
Amortization of entrance fees
|
(21,220
|
)
|
(29,009
|
)
|
(25,362
|
)
|
||||||
Management fees
|
(42,239
|
)
|
(31,125
|
)
|
(30,786
|
)
|
||||||
Facility Operating Income
|
$
|
1,070,379
|
$
|
812,162
|
$
|
758,843
|
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
PAGE
|
|
Report of Independent Registered Public Accounting Firm
|
75
|
Report of Independent Registered Public Accounting Firm
|
76
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
77
|
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012
|
78
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012
|
79
|
Consolidated Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012
|
80
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
|
81
|
Notes to Consolidated Financial Statements
|
82
|
Schedule II — Valuation and Qualifying Accounts
|
115
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
24 February 2015
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
24 February 2015
|
|
December 31,
|
|||||||
|
2014
|
2013
|
||||||
Assets
|
|
|
||||||
Current assets
|
|
|
||||||
Cash and cash equivalents
|
$
|
104,083
|
$
|
58,511
|
||||
Cash and escrow deposits – restricted
|
38,862
|
38,191
|
||||||
Accounts receivable, net
|
149,730
|
104,262
|
||||||
Deferred tax asset
|
84,199
|
17,643
|
||||||
Prepaid expenses and other current assets, net
|
237,915
|
76,255
|
||||||
Total current assets
|
614,789
|
294,862
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
8,389,505
|
3,895,475
|
||||||
Cash and escrow deposits – restricted
|
56,376
|
57,611
|
||||||
Investment in unconsolidated ventures
|
312,925
|
44,103
|
||||||
Goodwill
|
736,805
|
109,553
|
||||||
Other intangible assets, net
|
154,773
|
158,757
|
||||||
Other assets, net
|
256,190
|
177,396
|
||||||
Total assets
|
$
|
10,521,363
|
$
|
4,737,757
|
||||
Liabilities and Equity
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
159,922
|
$
|
168,592
|
||||
Current portion of capital and financing lease obligations
|
112,343
|
33,362
|
||||||
Trade accounts payable
|
76,314
|
65,840
|
||||||
Accrued expenses
|
422,654
|
209,479
|
||||||
Refundable entrance fees and deferred revenue
|
101,613
|
388,400
|
||||||
Tenant security deposits
|
4,916
|
5,171
|
||||||
Total current liabilities
|
877,762
|
870,844
|
||||||
Long-term debt, less current portion
|
3,356,808
|
2,138,162
|
||||||
Capital and financing lease obligations, less current portion
|
2,536,883
|
266,462
|
||||||
Line of credit
|
100,000
|
30,000
|
||||||
Deferred entrance fee revenue
|
5,877
|
86,862
|
||||||
Deferred liabilities
|
250,469
|
154,870
|
||||||
Deferred tax liability
|
243,474
|
81,299
|
||||||
Other liabilities
|
267,849
|
88,321
|
||||||
Total liabilities
|
7,639,122
|
3,716,820
|
||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2014 and 2013; no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $0.01 par value, 400,000,000 and 200,000,000 shares authorized at December 31, 2014 and 2013, respectively; 189,466,395 and 130,155,012 shares issued and 187,037,994 and 127,726,611 shares outstanding (including 3,552,143 and 3,372,937 unvested restricted shares), respectively
|
1,870
|
1,277
|
||||||
Additional paid-in-capital
|
4,034,655
|
2,025,471
|
||||||
Treasury stock, at cost; 2,428,401 shares at December 31, 2014 and 2013
|
(46,800
|
)
|
(46,800
|
)
|
||||
Accumulated deficit
|
(1,108,001
|
)
|
(959,011
|
)
|
||||
Total Brookdale Senior Living Inc. stockholders' equity
|
2,881,724
|
1,020,937
|
||||||
Noncontrolling interest
|
517
|
—
|
||||||
Total equity
|
2,882,241
|
1,020,937
|
||||||
Total liabilities and equity
|
$
|
10,521,363
|
$
|
4,737,757
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Revenue
|
|
|
|
|||||||||
Resident fees
|
$
|
3,301,297
|
$
|
2,515,033
|
$
|
2,412,936
|
||||||
Management fees
|
42,239
|
31,125
|
30,786
|
|||||||||
Reimbursed costs incurred on behalf of managed communities
|
488,170
|
345,808
|
325,016
|
|||||||||
Total revenue
|
3,831,706
|
2,891,966
|
2,768,738
|
|||||||||
Expense
|
||||||||||||
Facility operating expense (excluding depreciation and amortization of $503,662, $238,153 and $229,072, respectively)
|
2,210,368
|
1,671,945
|
1,630,919
|
|||||||||
General and administrative expense (including non-cash stock-based compensation expense of $28,299, $25,978 and $25,520, respectively)
|
280,267
|
180,627
|
178,829
|
|||||||||
Transaction costs
|
66,949
|
3,921
|
—
|
|||||||||
Facility lease expense
|
323,830
|
276,729
|
284,025
|
|||||||||
Depreciation and amortization
|
537,035
|
268,757
|
252,281
|
|||||||||
Asset impairment
|
9,992
|
12,891
|
27,677
|
|||||||||
Loss on acquisition
|
—
|
—
|
636
|
|||||||||
Gain on facility lease termination
|
—
|
—
|
(11,584
|
)
|
||||||||
Costs incurred on behalf of managed communities
|
488,170
|
345,808
|
325,016
|
|||||||||
Total operating expense
|
3,916,611
|
2,760,678
|
2,687,799
|
|||||||||
(Loss) income from operations
|
(84,905
|
)
|
131,288
|
80,939
|
||||||||
|
||||||||||||
Interest income
|
1,343
|
1,339
|
4,012
|
|||||||||
Interest expense:
|
||||||||||||
Debt
|
(128,002
|
)
|
(96,131
|
)
|
(98,183
|
)
|
||||||
Capital and financing lease obligations
|
(109,998
|
)
|
(25,194
|
)
|
(30,155
|
)
|
||||||
Amortization of deferred financing costs and debt premium (discount)
|
(7,477
|
)
|
(17,054
|
)
|
(18,081
|
)
|
||||||
Change in fair value of derivatives
|
(2,711
|
)
|
980
|
(364
|
)
|
|||||||
Debt modification and extinguishment costs
|
(6,387
|
)
|
(1,265
|
)
|
(221
|
)
|
||||||
Equity in earnings (loss) of unconsolidated ventures
|
171
|
1,484
|
(3,488
|
)
|
||||||||
Other non-operating income
|
7,235
|
2,725
|
593
|
|||||||||
Loss before income taxes
|
(330,731
|
)
|
(1,828
|
)
|
(64,948
|
)
|
||||||
Benefit (provision) for income taxes
|
181,305
|
(1,756
|
)
|
(1,519
|
)
|
|||||||
Net loss
|
(149,426
|
)
|
(3,584
|
)
|
(66,467
|
)
|
||||||
Net loss attributable to noncontrolling interest
|
436
|
—
|
—
|
|||||||||
Net loss attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||
Basic and diluted net loss per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(1.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
|||
Weighted average shares used in computing basic and diluted net loss per share
|
148,185
|
123,671
|
121,991
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
|
|
|
|
|||||||||
Net loss
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||
Other comprehensive income:
|
||||||||||||
Unrealized gain on marketable securities
–
restricted
|
—
|
—
|
1,846
|
|||||||||
Other
|
—
|
—
|
(831
|
)
|
||||||||
Total other comprehensive income, net of tax
|
—
|
—
|
1,015
|
|||||||||
Comprehensive loss
|
(149,426
|
)
|
(3,584
|
)
|
(65,452
|
)
|
||||||
Comprehensive loss attributable to noncontrolling interest
|
436
|
—
|
—
|
|||||||||
Comprehensive loss attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
(65,452
|
)
|
|
Common Stock
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
|||||||||||||||||||||||||||
Balances at January 1, 2012
|
125,354
|
$
|
1,254
|
$
|
1,970,820
|
$
|
(46,800
|
)
|
$
|
(888,960
|
)
|
$
|
(1,015
|
)
|
$
|
1,035,299
|
$
|
—
|
$
|
1,035,299
|
||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
25,520
|
—
|
—
|
—
|
25,520
|
—
|
25,520
|
|||||||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
(66,467
|
)
|
—
|
(66,467
|
)
|
—
|
(66,467
|
)
|
||||||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
74
|
—
|
1,401
|
—
|
—
|
—
|
1,401
|
—
|
1,401
|
|||||||||||||||||||||||||||
Restricted stock, net
|
1,261
|
13
|
(100
|
)
|
—
|
—
|
—
|
(87
|
)
|
—
|
(87
|
)
|
||||||||||||||||||||||||
Unrealized gain on marketable securities - restricted
|
—
|
—
|
—
|
—
|
—
|
1,846
|
1,846
|
—
|
1,846
|
|||||||||||||||||||||||||||
Other
|
—
|
—
|
305
|
—
|
—
|
(831
|
)
|
(526
|
)
|
—
|
(526
|
)
|
||||||||||||||||||||||||
Balances at December 31, 2012
|
126,689
|
1,267
|
1,997,946
|
(46,800
|
)
|
(955,427
|
)
|
—
|
996,986
|
—
|
996,986
|
|||||||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
25,978
|
—
|
—
|
—
|
25,978
|
—
|
25,978
|
|||||||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
(3,584
|
)
|
—
|
(3,584
|
)
|
—
|
(3,584
|
)
|
||||||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
62
|
—
|
1,503
|
—
|
—
|
—
|
1,503
|
—
|
1,503
|
|||||||||||||||||||||||||||
Restricted stock, net
|
976
|
10
|
(10
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||
Other
|
—
|
—
|
54
|
—
|
—
|
—
|
54
|
—
|
54
|
|||||||||||||||||||||||||||
Balances at December 31, 2013
|
127,727
|
1,277
|
2,025,471
|
(46,800
|
)
|
(959,011
|
)
|
—
|
1,020,937
|
—
|
1,020,937
|
|||||||||||||||||||||||||
Noncontrolling interest in Emeritus acquisition
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
953
|
953
|
|||||||||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
28,299
|
—
|
—
|
—
|
28,299
|
—
|
28,299
|
|||||||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
(148,990
|
)
|
—
|
(148,990
|
)
|
(436
|
)
|
(149,426
|
)
|
|||||||||||||||||||||||
Common stock issued in connection with Emeritus acquisition
|
47,584
|
476
|
1,648,306
|
—
|
—
|
—
|
1,648,782
|
—
|
1,648,782
|
|||||||||||||||||||||||||||
Issuance of common stock from equity offering, net
|
10,299
|
103
|
330,283
|
—
|
—
|
—
|
330,386
|
—
|
330,386
|
|||||||||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
64
|
—
|
2,004
|
—
|
—
|
—
|
2,004
|
—
|
2,004
|
|||||||||||||||||||||||||||
Restricted stock, net
|
1,364
|
14
|
(14
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||
Other
|
—
|
—
|
306
|
—
|
—
|
—
|
306
|
—
|
306
|
|||||||||||||||||||||||||||
Balances at December 31, 2014
|
187,038
|
$
|
1,870
|
$
|
4,034,655
|
$
|
(46,800
|
)
|
$
|
(1,108,001
|
)
|
$
|
—
|
$
|
2,881,724
|
$
|
517
|
$
|
2,882,241
|
|
For the Years Ended December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Cash Flows from Operating Activities
|
|
|
|
|||||||||
Net loss
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Debt modification and extinguishment costs
|
6,387
|
1,265
|
221
|
|||||||||
Depreciation and amortization, net
|
544,512
|
285,811
|
270,362
|
|||||||||
Asset impairment
|
9,992
|
12,891
|
27,677
|
|||||||||
Equity in (earnings) loss of unconsolidated ventures
|
(171
|
)
|
(1,484
|
)
|
3,488
|
|||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
1,840
|
2,691
|
1,507
|
|||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(21,220
|
)
|
(29,009
|
)
|
(25,362
|
)
|
||||||
Proceeds from deferred entrance fee revenue
|
32,704
|
44,191
|
40,105
|
|||||||||
Deferred income tax benefit
|
(182,371
|
)
|
(183
|
)
|
(525
|
)
|
||||||
Change in deferred lease liability
|
1,439
|
2,597
|
6,668
|
|||||||||
Change in fair value of derivatives
|
2,711
|
(980
|
)
|
364
|
||||||||
(Gain) loss on sale of assets
|
(446
|
)
|
(972
|
)
|
332
|
|||||||
Loss on acquisition
|
—
|
—
|
636
|
|||||||||
Gain on facility lease termination
|
—
|
—
|
(11,584
|
)
|
||||||||
Change in future service obligation
|
670
|
(1,917
|
)
|
2,188
|
||||||||
Non-cash stock-based compensation
|
28,299
|
25,978
|
25,520
|
|||||||||
Non-cash interest expense on financing leases
|
12,647
|
—
|
—
|
|||||||||
Amortization of (above) below market rents, net
|
(3,444
|
)
|
—
|
—
|
||||||||
Other
|
—
|
—
|
(487
|
)
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
3,510
|
(5,449
|
)
|
(3,415
|
)
|
|||||||
Prepaid expenses and other assets, net
|
(52,868
|
)
|
7,483
|
8,687
|
||||||||
Accounts payable and accrued expenses
|
16,812
|
33,837
|
4,854
|
|||||||||
Tenant refundable fees and security deposits
|
(1,183
|
)
|
(792
|
)
|
(1,547
|
)
|
||||||
Deferred revenue
|
(3,370
|
)
|
(1,881
|
)
|
12,119
|
|||||||
Net cash provided by operating activities
|
242,652
|
366,121
|
290,969
|
|||||||||
Cash Flows from Investing Activities
|
||||||||||||
Increase in lease security deposits and lease acquisition deposits, net
|
(48,944
|
)
|
(2,051
|
)
|
(7,999
|
)
|
||||||
Decrease (increase) in cash and escrow deposits — restricted
|
56,935
|
10,726
|
(4,810
|
)
|
||||||||
Purchase of marketable securities — restricted
|
—
|
—
|
(1,557
|
)
|
||||||||
Sale of marketable securities — restricted
|
—
|
—
|
35,124
|
|||||||||
Additions to property, plant and equipment, and leasehold intangibles, net
|
(304,245
|
)
|
(257,527
|
)
|
(208,412
|
)
|
||||||
Acquisition of assets, net of related payables and cash received
|
(40,441
|
)
|
(34,686
|
)
|
(272,523
|
)
|
||||||
Acquisition of Emeritus Corporation, cash acquired
|
28,429
|
—
|
—
|
|||||||||
Payments on notes receivable, net
|
3,269
|
168
|
131
|
|||||||||
Investment in unconsolidated ventures
|
(26,499
|
)
|
(17,172
|
)
|
(5,368
|
)
|
||||||
Distributions received from unconsolidated ventures
|
12,275
|
1,600
|
350
|
|||||||||
Proceeds from sale of assets, net
|
4,339
|
34,136
|
9,243
|
|||||||||
Other
|
—
|
—
|
487
|
|||||||||
Net cash used in investing activities
|
(314,882
|
)
|
(264,806
|
)
|
(455,334
|
)
|
||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from debt
|
326,639
|
662,934
|
372,291
|
|||||||||
Repayment of debt and capital and financing lease obligations
|
(584,345
|
)
|
(724,133
|
)
|
(191,835
|
)
|
||||||
Proceeds from line of credit
|
442,000
|
425,000
|
375,000
|
|||||||||
Repayment of line of credit
|
(372,000
|
)
|
(475,000
|
)
|
(360,000
|
)
|
||||||
Proceeds from public equity offering, net
|
330,386
|
—
|
—
|
|||||||||
Payment of financing costs, net of related payables
|
(9,393
|
)
|
(11,576
|
)
|
(5,563
|
)
|
||||||
Refundable entrance fees:
|
||||||||||||
Proceeds from refundable entrance fees
|
20,342
|
48,140
|
42,600
|
|||||||||
Refunds of entrance fees
|
(25,865
|
)
|
(35,325
|
)
|
(27,356
|
)
|
||||||
Cash portion of loss on extinguishment of debt
|
(4,101
|
)
|
(502
|
)
|
(118
|
)
|
||||||
Payment on lease termination
|
(7,750
|
)
|
—
|
—
|
||||||||
Purchase of derivatives and payment of swap termination
|
—
|
(2,863
|
)
|
(1,908
|
)
|
|||||||
Other
|
1,889
|
1,281
|
(342
|
)
|
||||||||
Net cash provided by (used in) financing activities
|
117,802
|
(112,044
|
)
|
202,769
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
45,572
|
(10,729
|
)
|
38,404
|
||||||||
Cash and cash equivalents at beginning of year
|
58,511
|
69,240
|
30,836
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
104,083
|
$
|
58,511
|
$
|
69,240
|
|
December 31,
|
|||||||
|
2014
|
2013
|
||||||
Current:
|
|
|
||||||
Real estate tax escrows
|
$
|
17,926
|
$
|
9,252
|
||||
Replacement reserve escrows
|
15,535
|
9,139
|
||||||
Resident deposits
|
1,054
|
8,249
|
||||||
Other
|
4,347
|
11,551
|
||||||
Subtotal
|
38,862
|
38,191
|
||||||
Long term:
|
||||||||
Letter of credit collateral
|
21,935
|
19,975
|
||||||
Insurance deposits
|
19,299
|
11,227
|
||||||
CCRC escrows
|
13,214
|
26,209
|
||||||
Debt service reserve
|
1,728
|
—
|
||||||
Other
|
200
|
200
|
||||||
Subtotal
|
56,376
|
57,611
|
||||||
Total
|
$
|
95,238
|
$
|
95,802
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Buildings and improvements
|
|
40
|
Furniture and equipment
|
|
3 – 7
|
Resident lease intangibles
|
|
1 – 4
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Trade names
|
2 - 5
|
|
Other
|
|
3 – 9
|
Cash and cash equivalents
|
$
|
28
|
||
Property, plant and equipment and leasehold intangibles
|
5,506
|
|||
Goodwill
|
639
|
|||
Other intangible assets, net
|
259
|
|||
Other assets, net
|
308
|
|||
Trade accounts payable and accrued expenses
|
(297
|
)
|
||
Long-term debt
|
(1,516
|
)
|
||
Capital and financing lease obligations
|
(2,692
|
)
|
||
Deferred tax liability
|
(337
|
)
|
||
Other liabilities
|
(248
|
)
|
||
Noncontrolling interest
|
(1
|
)
|
||
Fair value of Brookdale common stock issued
|
$
|
1,649
|
|
Year Ended
December 31,
|
|||||||
|
2014
|
2013
|
||||||
Total revenue
|
$
|
5,055
|
$
|
4,853
|
||||
Net loss attributable to common stockholders
|
(103
|
)
|
(424
|
)
|
||||
Basic and diluted net loss per share attributable to common stockholders
|
$
|
(0.59
|
)
|
$
|
(2.48
|
)
|
||
Weighted average shares used in computing basic and diluted net loss per share (in thousands)
|
175,823
|
171,255
|
VIE
|
Asset
|
Maximum Exposure to Loss
|
Carrying Amount
|
||||||
CCRC Venture opco
|
Investment in unconsolidated ventures
|
$
|
191.9
|
$
|
191.9
|
||||
HCP 49 Venture opco and propco
|
Investment in unconsolidated ventures
|
$
|
70.5
|
$
|
70.5
|
Venture
|
Ownership Percentage
|
|
CCRC Venture
|
51%
|
|
HCP 49 Venture
|
|
20%
|
BKD-HCN venture opco and propco
|
|
20%
|
S-H Twenty-One venture opco and propco
|
10%
|
|
2014
|
2013
|
||||||
Land
|
$
|
475,485
|
$
|
302,444
|
||||
Buildings and improvements
|
5,017,991
|
3,508,693
|
||||||
Leasehold improvements
|
56,515
|
59,948
|
||||||
Furniture and equipment
|
735,837
|
623,352
|
||||||
Resident and leasehold operating intangibles
|
852,746
|
435,012
|
||||||
Construction in progress
|
99,408
|
88,309
|
||||||
Assets under capital and financing leases
|
3,057,516
|
699,973
|
||||||
|
10,295,498
|
5,717,731
|
||||||
Accumulated depreciation and amortization
|
(1,905,993
|
)
|
(1,822,256
|
)
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
8,389,505
|
$
|
3,895,475
|
Year Ending December 31,
|
Future
Amortization
|
|||
2015
|
$
|
264,051
|
||
2016
|
23,121
|
|||
2017
|
16,742
|
|||
2018
|
9,624
|
|||
2019
|
5,819
|
|||
Thereafter
|
18,858
|
|||
Total
|
$
|
338,215
|
|
December 31, 2014
|
December 31, 2013
|
||||||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Emeritus Acquisition
|
Accumulated
Impairment and Other Charges
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Impairment and Other Charges
|
Net
|
|||||||||||||||||||||
Retirement Centers
|
$
|
7,642
|
$
|
20,499
|
$
|
(521
|
)
|
$
|
27,620
|
$
|
7,642
|
$
|
(521
|
)
|
$
|
7,121
|
||||||||||||
Assisted Living
|
90,640
|
491,983
|
(248
|
)
|
582,375
|
102,680
|
(248
|
)
|
102,432
|
|||||||||||||||||||
Brookdale Ancillary Services
|
—
|
126,810
|
—
|
126,810
|
—
|
—
|
—
|
|||||||||||||||||||||
Total
|
$
|
98,282
|
$
|
639,292
|
$
|
(769
|
)
|
$
|
736,805
|
$
|
110,322
|
$
|
(769
|
)
|
$
|
109,553
|
|
December 31, 2014
|
December 31, 2013
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
||||||||||||||||||
Community purchase options
|
$
|
55,738
|
$
|
—
|
$
|
55,738
|
$
|
122,649
|
$
|
—
|
$
|
122,649
|
||||||||||||
Health care licenses
|
64,538
|
—
|
64,538
|
33,853
|
—
|
33,853
|
||||||||||||||||||
Trade names
|
27,800
|
(4,179
|
)
|
23,621
|
—
|
—
|
—
|
|||||||||||||||||
Other
|
13,531
|
(2,655
|
)
|
10,876
|
3,331
|
(1,076
|
)
|
2,255
|
||||||||||||||||
Total
|
$
|
161,607
|
$
|
(6,834
|
)
|
$
|
154,773
|
$
|
159,833
|
$
|
(1,076
|
)
|
$
|
158,757
|
Year Ending December 31,
|
Future
Amortization
|
|||
2015
|
$
|
12,193
|
||
2016
|
8,165
|
|||
2017
|
3,726
|
|||
2018
|
3,717
|
|||
2019
|
2,638
|
|||
Thereafter
|
4,058
|
|||
Total
|
$
|
34,497
|
Year Ending December 31,
|
Long-term
Debt
|
Capital and
Financing
Lease
Obligations
|
Total Debt
|
|||||||||
2015
|
$
|
151,764
|
$
|
246,992
|
$
|
398,756
|
||||||
2016
|
61,515
|
323,446
|
384,961
|
|||||||||
2017
|
554,036
|
280,077
|
834,113
|
|||||||||
2018
|
1,301,391
|
283,757
|
1,585,148
|
|||||||||
2019
|
149,842
|
291,493
|
441,335
|
|||||||||
Thereafter
|
1,282,464
|
3,629,975
|
4,912,439
|
|||||||||
Total obligations
|
3,501,012
|
5,055,740
|
8,556,752
|
|||||||||
Less amount representing debt premium, net
|
15,718
|
—
|
15,718
|
|||||||||
Less amount representing interest (8.57%)
|
—
|
(2,406,514
|
)
|
(2,406,514
|
)
|
|||||||
Total
|
$
|
3,516,730
|
$
|
2,649,226
|
$
|
6,165,956
|
|
For the Years Ended December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Coupon interest
|
$
|
8,697
|
$
|
8,697
|
$
|
8,697
|
||||||
Amortization of discount
|
10,902
|
10,131
|
9,415
|
|||||||||
Interest expense related to convertible notes
|
$
|
19,599
|
$
|
18,828
|
$
|
18,112
|
Current notional balance
|
$
|
846,255
|
||
Weighted average fixed cap rate
|
4.31
|
%
|
||
Earliest maturity date
|
2016
|
|||
Latest maturity date
|
2018
|
|||
Estimated asset fair value (included in other assets, net at December 31, 2014)
|
$
|
763
|
||
Estimated asset fair value (included in other assets, net at December 31, 2013)
|
$
|
3,751
|
|
2014
|
2013
|
||||||
Salaries and wages
|
$
|
124,935
|
$
|
76,278
|
||||
Insurance reserves
|
116,858
|
31,293
|
||||||
Real estate taxes
|
43,155
|
25,763
|
||||||
Vacation
|
43,037
|
25,715
|
||||||
Interest
|
12,757
|
7,270
|
||||||
Accrued utilities
|
12,798
|
7,616
|
||||||
Lease payable
|
30,001
|
11,973
|
||||||
Taxes payable
|
2,679
|
1,477
|
||||||
Other
|
36,434
|
22,094
|
||||||
Total
|
$
|
422,654
|
$
|
209,479
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Cash basis payment
|
$
|
330,207
|
$
|
278,504
|
$
|
281,729
|
||||||
Straight-line expense
|
1,439
|
2,597
|
6,668
|
|||||||||
Amortization of (above) below market rents, net
|
(3,444
|
)
|
—
|
—
|
||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Facility lease expense
|
$
|
323,830
|
$
|
276,729
|
$
|
284,025
|
Year Ending December 31,
|
Operating
Leases
|
|||
2015
|
$
|
395,990
|
||
2016
|
396,011
|
|||
2017
|
381,722
|
|||
2018
|
366,040
|
|||
2019
|
348,111
|
|||
Thereafter
|
1,239,651
|
|||
Total
|
$
|
3,127,525
|
|
Number of Shares
|
Weighted
Average
Grant Date Fair Value
|
||||||
Outstanding on January 1, 2012
|
4,222
|
$
|
14.93
|
|||||
Granted
|
1,592
|
$
|
19.20
|
|||||
Vested
|
(1,435
|
)
|
$
|
14.28
|
||||
Cancelled/forfeited
|
(427
|
)
|
$
|
15.62
|
||||
Outstanding on December 31, 2012
|
3,952
|
$
|
16.67
|
|||||
Granted
|
1,328
|
$
|
26.98
|
|||||
Vested
|
(1,455
|
)
|
$
|
15.08
|
||||
Cancelled/forfeited
|
(452
|
)
|
$
|
18.87
|
||||
Outstanding on December 31, 2013
|
3,373
|
$
|
21.12
|
|||||
Granted
|
1,662
|
$
|
29.79
|
|||||
Vested
|
(1,185
|
)
|
$
|
19.58
|
||||
Cancelled/forfeited
|
(298
|
)
|
$
|
21.02
|
||||
Outstanding on December 31, 2014
|
3,552
|
$
|
25.70
|
|
Shares Granted
|
Value Per Share
|
Total Value
|
|||||||||
Three months ended March 31, 2014
|
1,028
|
$
|
27.01 – $27.18
|
$
|
27,774
|
|||||||
Three months ended June 30, 2014
|
42
|
$
|
31.06 − $33.84
|
$
|
1,313
|
|||||||
Three months ended September 30, 2014
|
560
|
$
|
33.42 − $34.65
|
$
|
19,356
|
|||||||
Three months ended December 31, 2014
|
32
|
$
|
33.76
|
$
|
1,072
|
|
Total Carrying
Value at
December 31,
2014
|
Quoted prices
in active
markets
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant
unobservable
inputs
(Level 3)
|
||||||||||||
Derivative assets
|
$
|
763
|
$
|
—
|
$
|
763
|
$
|
—
|
|
For the Years Ended December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Federal:
|
|
|
|
|||||||||
Current
|
$
|
1,367
|
$
|
(312
|
)
|
$
|
193
|
|||||
Deferred
|
182,371
|
183
|
347
|
|||||||||
Total Federal
|
183,738
|
(129
|
)
|
540
|
||||||||
State:
|
||||||||||||
Current
|
(2,433
|
)
|
(1,627
|
)
|
(2,059
|
)
|
||||||
Deferred (included in Federal above)
|
—
|
—
|
—
|
|||||||||
Total State
|
(2,433
|
)
|
(1,627
|
)
|
(2,059
|
)
|
||||||
Total
|
$
|
181,305
|
$
|
(1,756
|
)
|
$
|
(1,519
|
)
|
|
For the Years Ended December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Tax benefit at U.S. statutory rate
|
$
|
115,756
|
$
|
640
|
$
|
22,945
|
||||||
Valuation allowance
|
64,155
|
(7,097
|
)
|
(24,138
|
)
|
|||||||
State taxes, net of federal income tax
|
11,582
|
(985
|
)
|
1,258
|
||||||||
Unrecognized tax benefits
|
822
|
(3
|
)
|
193
|
||||||||
Return to provision
|
716
|
(2,568
|
)
|
(225
|
)
|
|||||||
Non-deductible transaction costs
|
(6,870
|
)
|
—
|
—
|
||||||||
Tax credits
|
(2,222
|
)
|
9,757
|
—
|
||||||||
Meals and entertainment
|
(946
|
)
|
(496
|
)
|
(486
|
)
|
||||||
Tax rate changes
|
(718
|
)
|
—
|
—
|
||||||||
Officers compensation
|
(751
|
)
|
(724
|
)
|
(922
|
)
|
||||||
Other, net
|
(118
|
)
|
(65
|
)
|
122
|
|||||||
Lobbying and political
|
(101
|
)
|
(89
|
)
|
—
|
|||||||
Expired charitable contribution
|
—
|
(126
|
)
|
—
|
||||||||
Loss on acquisition
|
—
|
—
|
(266
|
)
|
||||||||
Total
|
$
|
181,305
|
$
|
(1,756
|
)
|
$
|
(1,519
|
)
|
|
2014
|
2013
|
||||||
Deferred income tax assets:
|
|
|
||||||
Capital and financing lease obligations
|
$
|
945,000
|
$
|
39,748
|
||||
Operating loss carryforwards
|
227,956
|
150,755
|
||||||
Accrued expenses
|
146,536
|
54,400
|
||||||
Deferred lease liability
|
77,790
|
49,864
|
||||||
Tax credits
|
34,860
|
32,673
|
||||||
Intangible assets
|
17,785
|
—
|
||||||
Deferred gain on sale leaseback
|
7,073
|
8,673
|
||||||
Prepaid revenue
|
5,835
|
53,228
|
||||||
Total gross deferred income tax asset
|
1,462,835
|
389,341
|
||||||
Valuation allowance
|
(9,213
|
)
|
(72,366
|
)
|
||||
Net deferred income tax assets
|
1,453,622
|
316,975
|
||||||
Deferred income tax liabilities:
|
||||||||
Property, plant and equipment
|
(1,556,603
|
)
|
(374,431
|
)
|
||||
Investment in unconsolidated ventures
|
(54,113
|
)
|
—
|
|||||
Other
|
(2,181
|
)
|
(6,200
|
)
|
||||
Total gross deferred income tax liability
|
(1,612,897
|
)
|
(380,631
|
)
|
||||
Net deferred tax liability
|
$
|
(159,275
|
)
|
$
|
(63,656
|
)
|
|
2014
|
2013
|
||||||
Deferred tax asset – current
|
$
|
84,199
|
$
|
17,643
|
||||
Deferred tax liability – noncurrent
|
(243,474
|
)
|
(81,299
|
)
|
||||
Net deferred tax liability
|
$
|
(159,275
|
)
|
$
|
(63,656
|
)
|
Balance at January 1, 2014
|
$
|
1,556
|
||
Additions for tax positions taken by Emeritus
|
29,664
|
|||
Additions for tax positions related to the current year
|
—
|
|||
Additions for tax positions related to prior years
|
9
|
|||
Reductions for tax positions related to prior years
|
(1,034
|
)
|
||
Balance at December 31, 2014
|
$
|
30,195
|
(dollars in thousands)
|
For the Years Ended
December 31,
|
|||||||||||
Supplemental Disclosure of Cash Flow Information:
|
2014
|
2013
|
2012
|
|||||||||
Interest paid
|
$
|
226,594
|
$
|
123,036
|
$
|
130,009
|
||||||
Income taxes paid
|
$
|
2,746
|
$
|
2,283
|
$
|
2,658
|
||||||
Write-off of deferred financing costs
|
$
|
616
|
$
|
763
|
$
|
744
|
||||||
Acquisitions of assets, net of related payables and cash received, net:
|
||||||||||||
Cash and escrow deposits—restricted
|
$
|
—
|
$
|
466
|
$
|
2,169
|
||||||
Prepaid expenses and other current assets
|
(391
|
)
|
(1,265
|
)
|
(2,817
|
)
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
80,330
|
99,657
|
257,772
|
|||||||||
Other intangible assets, net
|
(23,978
|
)
|
3,517
|
9,575
|
||||||||
Other assets, net
|
(2,747
|
)
|
1,611
|
(7,327
|
)
|
|||||||
Accrued expenses
|
—
|
(5,169
|
)
|
(573
|
)
|
|||||||
Other liabilities
|
(20,568
|
)
|
—
|
3,601
|
||||||||
Long-term debt
|
7,795
|
(64,131
|
)
|
10,123
|
||||||||
Net cash paid
|
$
|
40,441
|
$
|
34,686
|
$
|
272,523
|
||||||
Formation of CCRC Venture:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
(729,123
|
)
|
$
|
—
|
$
|
—
|
|||||
Investment in unconsolidated ventures
|
194,485
|
—
|
—
|
|||||||||
Other intangible assets, net
|
(56,829
|
)
|
—
|
—
|
||||||||
Other assets, net
|
(9,137
|
)
|
—
|
—
|
||||||||
Long-term debt
|
170,416
|
—
|
—
|
|||||||||
Capital and financing lease obligations
|
27,085
|
—
|
—
|
|||||||||
Refundable entrance fees and deferred revenue
|
413,761
|
—
|
—
|
|||||||||
Other liabilities
|
1,514
|
—
|
—
|
|||||||||
Net cash paid
|
$
|
12,172
|
$
|
—
|
$
|
—
|
||||||
Formation of HCP 49 Venture:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
(525,446
|
)
|
—
|
—
|
||||||||
Investment in unconsolidated ventures
|
71,656
|
—
|
—
|
|||||||||
Long-term debt
|
(67,640
|
)
|
—
|
—
|
||||||||
Capital and financing lease obligations
|
538,355
|
—
|
—
|
|||||||||
Other liabilities
|
(9,034
|
)
|
—
|
—
|
||||||||
Net cash paid
|
$
|
7,891
|
$
|
—
|
$
|
—
|
||||||
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
|
||||||||||||
Capital and financing leases:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
27,100
|
$
|
—
|
$
|
13,852
|
||||||
Capital and financing lease obligations
|
(27,100
|
)
|
—
|
(13,852
|
)
|
|||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Master Lease amendment:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
385,696
|
—
|
—
|
|||||||||
Other intangible assets, net
|
(174,012
|
)
|
—
|
—
|
||||||||
Capital and financing lease obligations
|
(217,022
|
)
|
—
|
—
|
||||||||
Other liabilities
|
5,338
|
—
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
|
For the Years Ended December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
Revenue:
|
|
|
|
|||||||||
Retirement Centers
(1)
|
$
|
582,312
|
$
|
526,284
|
$
|
503,902
|
||||||
Assisted Living
(1)
|
1,685,563
|
1,051,868
|
1,013,337
|
|||||||||
CCRCs - Rental
(1)
|
493,173
|
396,975
|
385,479
|
|||||||||
CCRCs - Entry Fee
(1)
|
202,414
|
297,756
|
285,701
|
|||||||||
Brookdale Ancillary Services
(1)
|
337,835
|
242,150
|
224,517
|
|||||||||
Management Services
(2)
|
530,409
|
376,933
|
355,802
|
|||||||||
|
$
|
3,831,706
|
$
|
2,891,966
|
$
|
2,768,738
|
||||||
Segment Operating Income
(3)
:
|
||||||||||||
Retirement Centers
|
$
|
248,883
|
$
|
222,282
|
$
|
205,585
|
||||||
Assisted Living
|
608,489
|
389,678
|
361,184
|
|||||||||
CCRCs - Rental
|
121,661
|
109,026
|
106,063
|
|||||||||
CCRCs - Entry Fee
|
48,433
|
76,393
|
61,405
|
|||||||||
Brookdale Ancillary Services
|
63,463
|
45,709
|
47,780
|
|||||||||
Management Services
|
42,239
|
31,125
|
30,786
|
|||||||||
|
1,133,168
|
874,213
|
812,803
|
|||||||||
General and administrative (including non-cash stock-based compensation expense)
|
280,267
|
180,627
|
178,829
|
|||||||||
Transaction costs
|
66,949
|
3,921
|
—
|
|||||||||
Facility lease expense:
|
||||||||||||
Retirement Centers
|
98,321
|
91,258
|
102,273
|
|||||||||
Assisted Living
|
162,575
|
123,980
|
123,128
|
|||||||||
CCRCs - Rental
|
51,523
|
48,809
|
47,238
|
|||||||||
CCRCs - Entry Fee
|
4,362
|
7,470
|
7,214
|
|||||||||
Brookdale Ancillary Services
|
890
|
—
|
—
|
|||||||||
Corporate and Management Services
|
6,159
|
5,212
|
4,172
|
|||||||||
Depreciation and amortization:
|
||||||||||||
Retirement Centers
|
86,188
|
64,353
|
61,060
|
|||||||||
Assisted Living
|
317,918
|
85,337
|
81,801
|
|||||||||
CCRCs - Rental
|
60,175
|
30,957
|
31,205
|
|||||||||
CCRCs - Entry Fee
|
37,524
|
55,842
|
52,840
|
|||||||||
Brookdale Ancillary Services
|
4,764
|
3,023
|
2,220
|
Corporate and Management Services
|
30,466
|
29,245
|
23,155
|
|||||||||
Asset impairment
|
9,992
|
12,891
|
27,677
|
|||||||||
Loss on acquisition
|
—
|
—
|
636
|
|||||||||
Gain on facility lease termination
|
—
|
—
|
(11,584
|
)
|
||||||||
(Loss) income from operations
|
$
|
(84,905
|
)
|
$
|
131,288
|
$
|
80,939
|
|||||
|
||||||||||||
Total interest expense:
|
||||||||||||
Retirement Centers
|
$
|
41,906
|
$
|
31,286
|
$
|
29,025
|
||||||
Assisted Living
|
140,001
|
51,410
|
57,634
|
|||||||||
CCRCs - Rental
|
28,418
|
17,512
|
17,336
|
|||||||||
CCRCs - Entry Fee
|
7,530
|
11,911
|
13,792
|
|||||||||
Brookdale Ancillary Services
|
823
|
—
|
—
|
|||||||||
Corporate and Management Services
|
29,510
|
25,280
|
28,996
|
|||||||||
|
$
|
248,188
|
$
|
137,399
|
$
|
146,783
|
||||||
|
||||||||||||
Total expenditures for property, plant and equipment, and leasehold intangibles:
|
||||||||||||
Retirement Centers
|
$
|
76,285
|
$
|
63,519
|
$
|
58,876
|
||||||
Assisted Living
|
107,037
|
95,829
|
68,675
|
|||||||||
CCRCs - Rental
|
42,412
|
27,134
|
21,916
|
|||||||||
CCRCs - Entry Fee
|
36,575
|
43,019
|
24,890
|
|||||||||
Brookdale Ancillary Services
|
1,805
|
1,855
|
6,037
|
|||||||||
Corporate and Management Services
|
40,131
|
26,171
|
28,018
|
|||||||||
|
$
|
304,245
|
$
|
257,527
|
$
|
208,412
|
|
As of December 31,
|
|||||||
|
2014
|
2013
|
||||||
Total assets:
|
|
|
||||||
Retirement Centers
|
$
|
1,603,704
|
$
|
1,258,294
|
||||
Assisted Living
|
6,513,376
|
1,514,385
|
||||||
CCRCs - Rental
|
1,065,116
|
499,873
|
||||||
CCRCs - Entry Fee
|
—
|
960,708
|
||||||
Brookdale Ancillary Services
|
224,229
|
94,986
|
||||||
Corporate and Management Services
|
1,114,938
|
409,511
|
||||||
|
$
|
10,521,363
|
$
|
4,737,757
|
(1) | All revenue is earned from external third parties in the United States. |
(2) | Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities. |
(3) | Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). |
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2014
|
June 30,
2014
|
September 30,
2014
|
December 31,
2014
|
||||||||||||
Revenues
|
$
|
747,275
|
$
|
748,393
|
$
|
1,083,935
|
$
|
1,252,103
|
||||||||
Asset impairment
|
—
|
—
|
—
|
9,992
|
||||||||||||
Income (loss) from operations
|
32,148
|
30,657
|
(73,197
|
)
|
(74,513
|
)
|
||||||||||
Loss before income taxes
|
(1,293
|
)
|
(2,333
|
)
|
(153,109
|
)
|
(173,996
|
)
|
||||||||
Net loss
|
(2,299
|
)
|
(3,295
|
)
|
(37,036
|
)
|
(106,796
|
)
|
||||||||
Net loss attributable to Brookdale Senior Living Inc. common stockholders
|
(2,299
|
)
|
(3,295
|
)
|
(36,862
|
)
|
(106,534
|
)
|
||||||||
Weighted average basic and diluted loss per share
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.23
|
)
|
$
|
(0.58
|
)
|
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2013
|
June 30,
2013
|
September 30,
2013
|
December 31,
2013
|
||||||||||||
Revenues
|
$
|
712,266
|
$
|
716,468
|
$
|
728,999
|
$
|
734,233
|
||||||||
Asset impairment
|
—
|
2,154
|
504
|
10,233
|
||||||||||||
Income from operations
|
38,687
|
28,435
|
33,983
|
30,183
|
||||||||||||
Income (loss) before income taxes
|
4,706
|
(4,036
|
)
|
(7
|
)
|
(2,491
|
)
|
|||||||||
Net income (loss)
|
3,558
|
(5,200
|
)
|
(967
|
)
|
(975
|
)
|
|||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
3,558
|
(5,200
|
)
|
(967
|
)
|
(975
|
)
|
|||||||||
Weighted average basic and diluted earnings (loss) per share
|
$
|
0.03
|
$
|
(0.04
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
|
|
Additions
|
|
|
|||||||||||||||||||
Description
|
Balance at
beginning of
period
|
Acquisition of Emeritus
|
Charged to
costs and
expenses
|
Charged
to other
accounts
|
Deductions
|
Balance at
end of
period
|
||||||||||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2012
|
$
|
16,972
|
$
|
—
|
$
|
15,683
|
$
|
660
|
$
|
(18,053
|
)
|
$
|
15,262
|
|||||||||||
Year ended December 31, 2013
|
$
|
15,262
|
$
|
—
|
$
|
21,048
|
$
|
444
|
$
|
(19,026
|
)
|
$
|
17,728
|
|||||||||||
Year ended December 31, 2014
|
$
|
17,728
|
$
|
11,087
|
$
|
20,509
|
$
|
771
|
$
|
(23,594
|
)
|
$
|
26,501
|
|||||||||||
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance:
|
||||||||||||||||||||||||
Year ended December 31, 2012
|
$
|
40,820
|
$
|
—
|
$
|
26,989
|
(1)
|
$
|
(2,540
|
)
(2
)
|
$
|
—
|
$
|
65,269
|
||||||||||
Year ended December 31, 2013
|
$
|
65,269
|
$
|
—
|
$
|
7,272
|
(3)
|
$
|
(175
|
)
(4)
|
$
|
—
|
$
|
72,366
|
||||||||||
Year ended December 31, 2014
|
$
|
72,366
|
$
|
1,002
|
$
|
—
|
$
|
—
|
$
|
(64,155
|
)
(5)
|
$
|
9,213
|
(1) | Adjustment to valuation allowance for federal net operating losses and federal credits of $26,589 and $400, respectively. |
(2) | Adjustment to valuation allowance for state net operating losses of $(2,540). |
(3) | Adjustment to valuation allowance for federal net operating losses and federal credits of $(4,851) and $12,123, respectively. |
(4) | Adjustment to valuation allowance for state net operating losses of $(175). |
(5) | Adjustment to reverse valuation allowance for federal and state net operating losses of $(64,155). |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures. |
Item 9B. | Other Information. |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Plan category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(a)
(1)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
(2)
|
||||||
Equity compensation plans approved by security holders
|
—
|
—
|
8,446,056
|
||||||
Equity compensation plans not approved by security holders
(3)
|
—
|
—
|
83,066
|
||||||
Total
|
—
|
—
|
8,529,122
|
(1) | As of December 31, 2014, an aggregate of 557,963 shares of unvested restricted stock were outstanding under our 2014 Omnibus Incentive Plan, and an aggregate of 2,994,180 shares of unvested restricted stock and 6,850 restricted stock units were outstanding under our Omnibus Stock Incentive Plan. Such shares of restricted stock and restricted stock units are not reflected in the table above. Our 2014 Omnibus Incentive Plan allows awards to be made in the form of options, warrants, rights, shares of restricted stock, restricted stock units and other forms of equity-based compensation. |
(2) | The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of 7,127,892 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan, and 1,318,164 shares remaining available for future issuance under our Associate Stock Purchase Plan. |
(3) | Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing compensation program for the members of our Board of Directors, each non-affiliated director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director Stock Purchase Plan will be issued at the same time that cash payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the previous trading day's closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accounting Fees and Services. |
Item 15. | Exhibits and Financial Statement Schedules. |
1) | Our Audited Consolidated Financial Statements |
2) | Exhibits – See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein. |
|
BROOKDALE SENIOR LIVING INC.
|
||
|
|
|
|
|
By:
|
/s/ T. Andrew Smith
|
|
|
Name:
|
T. Andrew Smith
|
|
|
Title:
|
Chief Executive Officer
|
|
|
Date:
|
February 24, 2015
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Jeffrey R. Leeds
|
Non-Executive Chairman of the Board
|
February 24, 2015
|
Jeffrey R. Leeds
|
|
|
|
|
|
/s/ T. Andrew Smith
|
Chief Executive Officer and Director
|
February 24, 2015
|
T. Andrew Smith
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Mark W. Ohlendorf
|
President and Chief Financial Officer
|
February 24, 2015
|
Mark W. Ohlendorf
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Kristin A. Ferge
|
Executive Vice President, Chief Accounting Officer and Treasurer
|
February 24, 2015
|
Kristin A. Ferge
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Frank M. Bumstead
|
Director
|
February 24, 2015
|
Frank M. Bumstead
|
|
|
/s/ Jackie M. Clegg
|
Director
|
February 24, 2015
|
Jackie M. Clegg
|
|
|
|
|
|
/s/ Granger Cobb
|
Director
|
February 24, 2015
|
Granger Cobb
|
|
|
|
|
|
/s/ William G. Petty, Jr.
|
Director
|
February 24, 2015
|
William G. Petty, Jr.
|
|
|
/s/ Mark J. Schulte
|
Director
|
February 24, 2015
|
Mark J. Schulte
|
|
|
|
|
|
/s/ James R. Seward
|
Director
|
February 24, 2015
|
James R. Seward
|
|
|
|
|
|
/s/ Samuel Waxman
|
Director
|
February 24, 2015
|
Samuel Waxman
|
|
|
Exhibit No.
|
Description
|
2.1
|
Agreement and Plan of Merger, dated as of February 20, 2014, by and among Brookdale Senior Living Inc. (the "Company"), Emeritus Corporation and Broadway Merger Sub Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 21, 2014 (File No. 001-32641)).
|
2.2
|
Master Contribution and Transactions Agreement, dated as of April 23, 2014, by and between the Company and HCP, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2014 (File No. 001-32641)).
|
3.1
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 26, 2010 (File No. 001-32641)).
|
3.2
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 30, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 5, 2014 (File No. 001-32641)).
|
3.3
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 3, 2012 (File No. 001-32641)).
|
4.1
|
Form of Certificate for common stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed on November 7, 2005 (File No. 333-127372)).
|
4.2
|
Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
|
4.3
|
Supplemental Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
|
4.4
|
Form of 2.75% Convertible Senior Note due 2018 (included as part of Exhibit 4.3).
|
10.1.1
|
Amended and Restated Master Lease and Security Agreement, dated as of August 29, 2014, by and between HCP, Inc. and the other lessors named therein, and Emeritus Corporation and the other lessees named therein (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).
†
|
Exhibit No.
|
Description
|
10.1.2
|
First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice, dated as of December 29, 2014, by and between HCP, Inc. and the Company.
††
|
10.1.3
|
Second Amendment to Amended and Restated Master Lease and Security Agreement, dated as of January 1, 2015, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor.
††
|
10.2.1
|
Third Amended and Restated Credit Agreement, dated as of September 20, 2013, among certain subsidiaries of the Company, General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 8, 2013 (File No. 001-32641)).
|
10.2.2
|
Fourth Amended and Restated Credit Agreement, dated as of December 19, 2014, among certain subsidiaries of the Company, General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2014 (File No. 001-32641)).
|
10.3
|
Master Credit Facility Agreement, dated as of July 29, 2011, by and among various subsidiaries of the Company and Oak Grove Commercial Mortgage, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011 (File No. 001-32641)).
|
10.4
|
Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.5
|
Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.6
|
Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.7
|
Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.8
|
Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.9
|
Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.10
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.11
|
Additional Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.12
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.13
|
Additional Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.14
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.15
|
Additional Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
Exhibit No.
|
Description
|
10.16.1
|
Brookdale Senior Living Inc. Omnibus Stock Incentive Plan, as amended and restated effective June 23, 2009 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 23, 2009 (File No. 001-32641)) (the "Omnibus Stock Incentive Plan").*
|
10.16.2
|
First Amendment to the Omnibus Stock Incentive Plan effective as of October 30, 2009 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2009 (File No. 001-32641)).*
|
10.17
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
10.18
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
10.19
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
10.20
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
10.21
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
10.22
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
10.23
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
10.24
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
10.25
|
Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 8, 2014 (File No. 001-32641)) (the "Omnibus Incentive Plan").*
|
10.26
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Committee Members).*
|
10.27
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Vice Presidents).*
|
10.28
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Committee Members).*
|
10.29
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Vice Presidents).*
|
10.30.1
|
Brookdale Senior Living Inc. Associate Stock Purchase Plan
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 11, 2008 (File No. 001-32641)) (the "Associate Stock Purchase Plan").*
|
10.30.2
|
First Amendment to Associate Stock Purchase Plan, effective as of December 12, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2013 (File No. 001-32641)).*
|
10.31
|
Form of Severance Letter and Brookdale Senior Living Inc. Severance Pay Policy, Tier I (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 6, 2010 (File No. 001-32641)).*
|
Exhibit No.
|
Description
|
10.32
|
Employment Agreement, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
10.33
|
Restricted Share Agreement (Time-Vesting) under the Omnibus Stock Incentive Plan, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
10.34
|
Restricted Share Agreement (Performance-Vesting) under the Omnibus Stock Incentive Plan, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
10.35
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed on February 28, 2011 (File No. 001-32641)).*
|
10.36
|
Summary of Brookdale Senior Living Inc. Director Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 30, 2009 (File No. 333-160354)).*
|
10.37
|
Form of Outside Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012 (File No. 001-32641)).*
|
10.38
|
Letter Agreement, dated as of May 22, 2014, by and between the Company and Granger Cobb (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).*
|
10.39
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of July 31, 2014, by and between the Company and Granger Cobb (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).*
|
10.40
|
Separation Agreement and General Release, dated February 7, 2008, between the Company and Mark J. Schulte (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 11, 2008 (File No. 001-32641)).*
|
21
|
Subsidiaries of the Registrant.
|
23
|
Consent of Ernst & Young LLP.
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
* | Management Contract or Compensatory Plan |
† | Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the SEC. |
†† | Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC. |
Exhibit 10.1.2
HCP, Inc.
1920 Main Street, Suite 1200
Irvine, CA 92614
Attention: General Counsel
December 29 , 2014
Re: First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice
Dear Sir or Madam:
Reference is made to that certain Amended and Restated Master Lease and Security Agreement (the “ NNN Lease ” ), dated as of August 29, 2014, by and among the Lessors identified therein ( “ Lessor s ” ) , and Emeritus Corporation, Summerville at Hazel Creek, LLC, and Summerville at Prince William, Inc., as Lessee s (each, a “ Lessee ” ). Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the NNN Lease.
Pursuant to Section 31.4 of the NNN Lease , each Lessee has been granted a purchase option with respect to certain Facilities identified on Schedule 31.4 to the NNN Lease. The parties hereto agree that this letter (this “ Notice and Amendment ” ) shall serve as the Option Exercise Notice as described in Section 31.4.1 of the NNN Lease.
The parties hereto hereby agree that the NNN Lease shall be amended hereby to delete Schedule 31.4 and to insert in lieu thereof Schedule 1 attached hereto (as so amended, “ Modified Schedule 31.4 ” ). In accordance with the terms of Section 31.4 , the Lessees hereby notify you that (i) the Lessees have opened escrow with First American Title Company ( “ Escrow Agent ” ) by delivery of this letter, together with a copy of the NNN Lease, on December 30 , 2014 and (ii) the Lessees hereby exercise their respective rights to acquire each of the nine (9) Facilities set forth on Modified Schedule 31.4 for an aggregate purchase price equal to $ 60,000,000 . The allocated purchase price and attendant rent reduction for each such Facility is set forth on Modified Schedule 3 1.4 . Lessor s shall, as soon as reasonably practicable following the consummation of the transactions contemplated hereby, re allocate any rent currently allocated to the Facilities and not reduced pursuant to Modified Schedule 31.4 to the remaining Facilities in the NNN Lease , and shall notify Lessees of such reallocation in writing . The parties hereto agree that the real property and FF&E allocations for each Facility shall be as set forth on Schedule 2 attached hereto.
The parties hereto agree that , provided no Event of Default arising as a result of the failure to pay Minimum Rent has occurred and is continuing hereunder, the consummation of the acquisition of the Facilities set forth on Modified Schedule 31.4 by the Lessees (or by any designee, at such Lessee ’ s written direction) shall occur , with respect to each such Facility, by release of the purchase price and transfer documents from escrow on December 31, 2014, with effect as of January 1, 201 5 . Notwithstanding the foregoing, if all required regulatory approvals for any such Facility shall not have been obtained prior to December 31, 2014, the Lessees shall give notice thereof to Lessors prior to December 31, 2014 , and the consummation of the acquisition
of such Facility by the applicable Lessee (or its designee) shall occur on any date specified in a later notice given by the Lessees to Lessor not less than five (5) Business Da ys prior to such specified date, provided, however, that the consummation of the acquisition of such Facility shall in any event occur prior to the expiration of the NNN Lease term, including any applicable extensions thereto , and if the consummation of the acquisition of such Facility does not occur by such date, the option for such facility referenced in this letter shall be deemed terminated . The parties hereto agree that Section 31.4.4 of the NNN Lease is hereby deleted in its entirety.
As required by Section 31.4 of the NNN Lease, attached hereto as Exhibit A is a Reaffirmation of the Guaranty.
As amended by this Notice and Amendment, the terms and provisions of the NNN Lease are hereby ratified and confirmed in all respects. The parties hereto acknowledge, agree and reaffirm that (i) except as otherwise expressly provided in the NNN Lease (as hereby amended) to the contrary and for the limited purposes so provided, the NNN Lease (as hereby amended) is and the parties intend the same for all purposes to be treated as a single, integrated and indivisible agreement and economic unit, and (ii) except as otherwise required by Legal Requirements or any accounting rules or regulations, the NNN Lease (as hereby amended) shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan, and Lessor s shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes.
[Remainder of page intentionally left blank]
2
Please confirm your agreement with the terms of this Notice and Amendment by executing this Notice and Amendment in the space provided below and returning the fully executed document to the undersigned.
Best,
/s/ Todd Kaestner
Todd Kaestner
Cc:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Harris B. Freidus, Esq. and Salvatore Gogliormella, Esq.
Skadden, Arps, Slate, Meagher & Flom, LLP
155 N. Wacker Drive
Suite 2700
Chicago, IL 60606
Attention: Nancy Olson, Esq.
3
Acknowledged and Agreed by:
HCP, INC.
By: /s/ Kendall K. Young _____
Name: Kendall K. Young ______
Its: ___ Executive Vice President
4
Schedule 1
Purchase Option Properties
Property |
Purchase Price |
Rent Reduction |
Osprey Court, Emeritus at |
[***] |
[***] |
Snohomish, Emeritus at |
[***] |
[***] |
Hemet, Emeritus at |
[***] |
[***] |
Lynnwood, Emeritus at |
[***] |
[***] |
Stone Mountain |
[***] |
[***] |
Eldorado Heights |
[***] |
[***] |
Dry Creek |
[***] |
[***] |
Heritage, Emeritus at The |
[***] |
[***] |
Peachtree Village, Emeritus at |
[***] |
[***] |
Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
5
Schedule 2
Real Property and FF&E Allocations
Property |
Purchase Price |
Real Property Allocation |
FF&E Allocation |
Osprey Court, Emeritus at |
[***] |
[***] |
[***] |
Snohomish, Emeritus at |
[***] |
[***] |
[***] |
Hemet, Emeritus at |
[***] |
[***] |
[***] |
Lynnwood, Emeritus at |
[***] |
[***] |
[***] |
Stone Mountain |
[***] |
[***] |
[***] |
Eldorado Heights |
[***] |
[***] |
[***] |
Dry Creek |
[***] |
[***] |
[***] |
Heritage, Emeritus at The |
[***] |
[***] |
[***] |
Peachtree Village, Emeritus at |
[***] |
[***] |
[***] |
Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
6
HCP, Inc.
1920 Main Street, Suite 1200
Irvine, CA 92614
Attention: General Counsel
December 29, 2014
Dear Sir or Madam:
Reference is made to that certain Amended and Restated Master Lease and Security Agreement (the “ NNN Lease ” ), dated as of August 29, 2014, by and among the Lessors identified therein ( “ Lessors ” ), and Emeritus Corporation, Summerville at Hazel Creek, LLC, and Summerville at Prince William, Inc., as Lessees (each, a “ Lessee ” ). Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the NNN Lease.
Pursuant to Section 31.4 of the NNN Lease, each Lessee has been granted a purchase option with respect to certain Facilities identified on Schedule 31.4 to the NNN Lease, as amended by that certain Notice and Amendment dated as of the date hereof (the “ Notice and Amendment ” ). The Notice and Amendment served as the Option Exercise Notice as described in Section 31.4.1 of the NNN Lease.
Pursuant to the Notice and Amendment, Brookdale will acquire certain facilities from HCP effective as of January 1, 2015. Brookdale hereby notifies HCP that (i) the required regulatory approvals (the “ Required Approvals ” ) for the Facility known as Emeritus at The Heritage (the “ Heritage Facility ” ) will not be obtained on or prior to December 31, 2014 and (ii) Brookdale shall not acquire the Heritage Facility until such time as the Required Approvals are obtained. Pursuant to the terms of the Notice and Amendment, and notwithstanding the terms of Section 34.1 of the NNN Lease, Brookdale will notify HCP by separate written notice, not less than five (5) business days prior to the proposed acquisition date for the Heritage Facility, which in any event shall not occur until the Required Approvals have been obtained, and the parties shall consummate the acquisition promptly following the delivery of such notice.
Best,
/s/ Todd Kaestne r
Todd Kaestner
Cc:
Paul, Weiss, Rif
ki
nd, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Harris B. Freidus, Esq. and Salvatore Gogliormella, Esq.
Skadden, Arps, Slate, Meagher & Flom, LLP
155 N. Wacker Drive
Suite 2700
Chicago, IL 60606
Attention: Nancy Olson, Esq.
Acknowledged and Agreed by:
HCP, INC.
By:
/s/ Kendall K. Young
Name:
Kendall K. Young
Its:
Executive Vice President
2
GUARANTY REAFFIRMATION
This Guaranty Reaffirmation (this “ Reaffirmation ” ) is made an d entered into as of December 29 , 2014, by Brookdale Senior Living Inc. as “ Guarantor ” ( “ Guarantor ” ), in favor of each of the entities identified as a “ Lessor ” on Schedule I (each, a “ Lessor ” ).
RECITALS
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1. Each Lessor is a “ Lessor ” , and each Lessee identified on Schedule I as such is a “ Lessee ” under that certain Amended and Restated Master Lease and Security Agreement, dated as of August 29, 2014, by and among the Lessors and Lessees (the “ NNN Lease ” ).
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2. Guarantor has guaranteed Lessee ’ s obligations under NNN Lease pursuant to that certain Guaranty of Obligations dated as of August 29, 2014 (the “ Original Guaranty ” ).
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3. Pursuant to Section 31.4 of the NNN Lease, the Lessees have exercised their rights to acquire certain of the Facilities (as such term is defined in the NNN Lease) (the “ Purchase Option ” ).
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4. As a condition to the effectiveness of Lessee ’ s exercise of the Purchase Option, Guarantor is required to reaffirm its obligations under the Original Guaranty, including with respect to Lessee ’ s payment and performance obligations in connection with the consummation of the transactions contemplated by the Purchase Option.
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AGREEMENT
NOW THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor, intending to be legally bound, hereby agrees for the benefit of the Lessors as follows:
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1. Reaffirmation . Guarantor hereby (i) reaffirms all of its obligations under the Original Guaranty, including with respect to Lessee ’ s payment and performance obligations in connection with the consummation of the transactions contemplated by the Purchase Option, (ii) ratifies and confirms that all of the terms, covenants, indemnifications and other provisions set forth in the Original Guaranty remain in full force and effect without impairment in any respect, and (iii) represents and warrants that it has full power, authority and legal right to execute and deliver this Reaffirmation.
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2. Fees and Costs . Guarantor shall promptly pay upon demand the out of pocket attorney ’ s fees and expenses incurred by Lessors and their affiliates in connection with this Reaffirmation.
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3. Electronic Signatures . Telecopied signatures or signatures delivered via electronic mail in portable document format (.pdf) may be used in place of original signatures on this
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Reaffirmation, and Lessees and Guarantor intend to be bound by the signatures of the telecopied or emailed document.
[ Signature Pages Follow ]
2
IN WITNESS WHEREOF, Guarantor shall cause this Reaffirmation to be executed as of the date first above written.
GUARANTOR:
Brookdale Senior Living Inc. , a Delaware corporation
By: /s/ H. Todd Kaestner _ _
Name: Todd Kaestner
Title: Executive Vice President—Corporate Development
[ Signature Page to Guaranty Reaffirmation ]
SCHEDULE I
Lessors and Lessees
Lessees:
Emeritus Corporation
Summerville at Hazel Creek, LLC
Summerville at Prince William, Inc.
Lessors:
HCP AUR1 California A Pack, LLC
HCP EMOH, LLC
HCP Hazel Creek, LLC
HCP MA2 California, LP
HCP MA2 Massachusetts, LP
HCP MA2 Ohio, LP
HCP MA2 Oklahoma, LP
HCP MA3 California, LP
HCP MA3 South Carolina, LP
HCP MA3 Washington, LP
HCP Partners, LP
HCP Senior Housing Properties Trust
HCP SH Eldorado Heights LLC
HCP SH ELP1 Properties, LLC
HCP SH ELP2 Properties, LLC
HCP SH ELP3 Properties, LLC
HCP SH Lassen House, LLC
HCP SH Mountain Laurel, LLC
HCP SH Mountain View, LLC
HCP SH River Valley Landing, LLC
HCP SH Sellwood Landing, LLC
HCP ST1 Colorado, LP
HCP, Inc.
HCPI Trust
[ Schedule I ]
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND S ECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (this “ Amendment ”) is made as of January 1, 2015 (the “ Effective Date ”), by and among (i) HCP AUR1 California A Pack, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Hazel Creek, LLC, a Delaware limited liability company, HCP MA2 California, LP, a Delaware limited partnership, HCP MA2 Massachusetts, LP, a Delaware limited partnership, HCP MA2 Ohio, LP, a Delaware limited partnership, HCP MA2 Oklahoma, LP, a Delaware limited partnership, HCP MA3 California, LP, a Delaware limited partnership, HCP MA3 South Carolina, LP, a Delaware limited partnership, HCP MA3 Washington LP, a Delaware limited partnership, HCP Partners, LP, a Delaware limited partnership, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH Eldorado Heights LLC, a Delaware limited liability company (“ HCP Eldorado Heights ”) , HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, HCP SH Sellwood Landing, LLC, a Delaware limited liability company, HCP ST1 Colorado, LP, a Delaware limited partnership, HCP, Inc., a Maryland corporation (“ HCP ”) , and HCPI Trust, a Maryland real estate investment trust ( collectively, as their interests may appear, the “ Current Lessors ”), (ii) Westminster HCP, LLC, HCP Springtree, LLC, HCP Ocoee, LLC, HCP Port Orange, LLC, HCP Beckett Lake, LLC, HCP St. Augustine, LLC, HCP Carrollwood, LLC, HCP Oviedo, LLC, HCP Wekiwa Springs, LLC, HCP Oak Park, LLC, HCP Cy-Fair, LLC, HCP Friendswood, LLC, HCP Irving, LLC and HCP Emfin Properties, LLC, each a Delaware limited liability company (collectively, as their interests may appear, the “ Additional Lessors ” and, together with the Current Lessors, “ Lessor ”), (iii) Emeritus Corporation, a Washington corporation (“ Emeritus ”) , Summerville at Hazel Creek, LLC, a Delaware limited liability company, and Summerville at Prince William, Inc., a Delaware corporation (collectively, and jointly and severally, the “ Current Lessee s ”) , and (iv) LH Assisted Living, LLC, a Delaware limited liability company, Summerville at Hillsborough, L.L.C., a New Jersey limited liability company, Summerville at Ocoee, Inc., a Delaware corporation, Summerville at Port Orange, Inc., a Delaware corporation, Summerville at Stafford, L.L.C., a New Jersey limited liability company, Summerville at Voorhees, L.L.C., a New Jersey limited liability company, Summerville at Westminster, Inc., a Maryland corporation, Summerville at Cy-Fair Associates, L.P., a Delaware limited partnership, Summerville at Friendswood Associates, L.P., a Delaware limited partnership, Summerville at St. Augustine, LLC, a Delaware limited liability company, Summerville at Irving Associates, L.P., a Delaware limited partnership, Summerville at Chestnut Hill, LLC, a Delaware limited liability company, Summerville 9, LLC, a Delaware limited liability company, Summerville at Carrollwood, LLC, a Delaware limited liability company, Summerville at Fox Run, LLC, a Delaware limited liability company, Summerville at Wekiwa Springs, LLC, a Delaware limited liability company, Summerville at Oak Park LLC, a Delaware limited liability company, The Estates of Oak Ridge LLC, a Delaware limited liability company, Summerville at Oviedo LLC, a Delaware limited liability company , and Emeritus (collectively, jointly and severally, the
“ Additional Less ee s ” and, together with the Current Lessees, “ Less ee ”), and consented to by Brookdale Senior Living Inc. (“ Guarantor ”) , with respect to the following:
RECITALS
A. T he Current Lessor s, as “Lessor”, and the Current Lessee s, as “Lessee”, are parties to that certain Amended and Restated Master Lease and Security Agreement dated as of August 29 , 201 4 (the “ Original Lease ”), as amended by that certain First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice dated as of December 29, 2014 , between Brookdale and HCP , which is hereby acknowledged and agreed to by Lessor and Lessee (the “ First Amendment ”; the Original Lease, as amended by the First Amendment, the “ Lease ”) , with respect to the Leased Property (as defined in the Lease ) . All capitalized terms used and not defined in this Amendment shall have the meanings assigned to them in the Lease.
B. P ursuant to the terms of that certain Guaranty of Obliga tions dated as of August 29, 201 4, made by Guaranto r in favor of the Current Lessor s (the “ Guaranty ”), Guarantor has guaranteed the obligations of the Current Lessees under the Lease, as more particularly described therein .
C. The Additional Lessors currently lease the Delayed Commencement Facilities to the Additional Lessees pursuant to that certain lease described in clause (j) of Section 45.1.20 of the Lease (the “ Prior Lease ”) . T he Lease provides that , upon the occurrence of the Delayed Commencement Date with respect to any Delayed Commencement Facili ty, (a) (i) the information relating to such Delayed Commencement Facility set forth on any Exhibit or Schedule to the Lease shall be deemed to be part of such Exhibit or Schedule, (ii) such Delayed Commencement Facility shall be a Facility and a Pool 1 Facility, Pool 2 Facility or Pool 3 Facility, as applicable, and the Land, Leased Improvements and Lessor’s Personal Property pertaining to such Delayed Commencement Facility shall be “Leased Property”, in each case for all purposes of this Lease, and (iii) Minimum Rent allocable or attributable to such Delayed Commencement Facility shall be payable for the period commencing on the Delayed Commencement Date and continuing t hro ugh the balance of the Term (and shall be payable for the month in which the Delayed Commencement Date occurs within five (5) days after the Delayed Commencement Date ) , all as more particularly described in Section 44.1 of the Lease, (b) the Prior Lease shall be amended and restated by the Lease as more particularly described in Section 45.1.20 of the Lease, and (c) the parties shall exec ute an amendment to the Lease confirming such matters .
D. T he Lease erroneously stat es (in the definition s of such terms in Section 2.1 thereof) that the Pool 1 Fixed Term and Pool 3 Fixed Term end on the last day of the calendar month in which the sixteen (16 th ) and fourteen (14 th ) anniversaries, respectively, of the Commencement Date occur, but was intended to state that the Pool 1 Fixed Term and Pool 3 Fixed Term end on the last day of the calendar month in which the fourteen (14 th ) and sixteen (16 th ) anniversaries, respectively, of the Commencement Date occur.
E . P ursuant to Section 31.4 of the Lease (as amended by the First Amendment ) , effective as of the Effective Date, Emeritus and certain designees of the Current Lessees
2
acquired all of the Facilities set forth on Modified Schedule 31.4 (as defined in the First Amendment) other than the Facility commonly known as Emeritus at The Heritage located in Bridgeport, West Virginia (the “ Heritage Facility ”) . The Lease provides that, upon the closing of the acquisition of the Leased Property of any Facility pursuant to Section 31.4 thereof, (a) the aggregate amount of any and all applicable Facility Purchase Rent Reductions shall be deducted from the Pre-Adjusted Allocated Minimum Rent for such Facility (and from the Pre-Adjusted Minimum Rent), in calculating the Allocated Minimum Rent for such Facility (and the Minimum Rent), for the period commencing on the date of such closing and continuing through the end of the Lease Year in which such closing occurs and for each Lease Year thereafter and (b) the Excess Allocation with re spect to such Facility (if any) shall be reallocated to the other Facilities then subject to th e Lease (in proportion to their respective Allocated Minimum Rents) so as to increase ac cordingly the then-current Pre- Adjusted Allocated Minimum Rent for each other Facility for the period commencing on the date of such closing and continuing through the end of the Term (and increase accordingly the Pre-Adjusted Minimum R ent). For ease of administration , the parties have agreed to calculate and reallocate the Excess Allocation s of all of the Facilities set forth on Modified Schedule 31.4 (including the Heritage Facility) as of the Effective Date , such that the Pre-Adjusted Allocated Minimum Rent for the Heritage Facility shall, from and after the Effective Date (after giving effect to such reallocation) and subject to any applicable increases in accordance with Section 3.1.3 of the Lease , be in an amount equal to the Facility Purchase Rent Reduction with respect to the Heritage Facility.
F . Lessor and Lessee desire to amend the Lease (among other things) in order to effectuate the foregoing matters , all as more particularly set forth herein.
AMENDMENT
NOW THEREFORE , in consideration of the foregoing and the terms, covenants and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto , the parties hereby agree as follows:
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1. Amendment s . |
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(a) Delayed Commencement Facilities . |
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(i) Lessor and Lessee hereby acknowledge and agree that , for all purposes of the Lease, December 1, 2014 is the “ Delayed Commencement Date ” with respect to all of the Delayed Commencement Facilities . |
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(ii) F or avoidance of doubt , the provisions of subclauses (b)(i) through (b)(iii) of Section 44.1 of the Lease are effective, and the Prior Lease is amended and restated by the Lease to the extent provided in Section 45.1.20 of the Lease, in each case as of the Delayed Commencement Date . |
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(iii) T he Additional Lessors are hereby added as Persons that, together with the Current Lessors, comprise “Lessor” under the Lease (as hereby amended), in each case as their interests may appear, and the definition of
3 |
“Lessor” appearing in Section 2.1 of the Lease is hereby amended to add the Additional Lessors thereto. |
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(iv) T he Additional Lessees are hereby added as Persons that, together with the Current Lessees, comprise “Lessee” , shall be jointly and severally liable for all obligations of “Lessee”, and shall assume jointly and severally with the Current Lessees all obligations of “Lessee” arising on, prior to or after the Effective Date, under the Lease (as hereby amended), and the definition of “Lessee” appearing in Section 2.1 of the Lease is hereby further amended to add the Additional Lessees thereto. |
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(b) Fixed Term . Section 2.1 of the Lease is hereby amend ed by (i) replacing “sixteenth (16 th )” in the definition of “Pool 1 Fixed Term” with “fourteenth (14 th )” and (ii) replacing “fourteenth (14 th )” in the definition of “Pool 3 Fixed Term” with “sixteenth (16 th )”. |
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(c) Purchase Option . |
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(i) Exhibits A-1.1, A-2.1 and A-3.1 of the Lease are hereby replaced in their entirety by Exhibits A-1.1, A-2.1 and A-3.1 attached hereto and by this reference made a part hereof , respectively (the “ Replacement Exhibits ”). |
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(ii) Lessor and Lessee acknowledge and agree that (x) effec tive as of the Effective Date, Emeritus and certain designees of the Current Lessees acquired all of the Facilities set forth on Modified Schedule 31.4 other than the Heritage Facility and (y) the Replacement Exhibits reflect a reallocation of the Excess Allocations of all of the Facilities set forth on Modified Schedule 31.4 (including the Heritage Facility) as of the Effective Date (and no further reallocation shall be made upon the acquisition of the Heritage Facility unless and until Lessor funds any amount on account of a Planned Capital Refurbishment Project at the Heritage Facility in accordance with Section 9.8 of the Lease), and (z) Exhibit A.3-1 attached hereto further reflects a corresponding reduction of the Pre-Adjusted Allocated Minimum Rent for the Heritage Facility (and the Pre-Adjusted Allocated Minimum Rent for such Facility shall be in the applicable amount set forth thereon from and after the Effective Date and subject to any increases that may apply under Section 3.1.3 of the Lease prior to the closing of the acquisition of such Facility in accordance with Section 31.4 of the Lease). |
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(iii) HCP Eldorado Heights is hereby removed as a Person comprising “ Lessor ” (as its interest may appear) , and shall have no further obligations, under the Lease (as amended hereby), and the definition of “Lessor” appearing in Section 2.1 of the Lease is hereby further amended to remove HCP Eldorado Heights therefrom, in each case from and after the Effective Date, provided that Lessee shall continue to remain liable to HCP Eldorado Heights for all obligations of Lessee arising prior to the Effective Date. |
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2. Representations and Warranties of Lessee . As of the Effective D ate, Lessee represents and warrants to Lessor as follows : |
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(a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and
4 |
has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee . |
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(b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity . |
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(c) Lessee is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessee, and is not in default in the payment of any material taxes levied or assessed against Lessee or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any G overnmental A uthority having jurisdiction over the Leased Property or Lessee which would, in the aggregate, materially and adversely affect Lessee ’ s condition, financial or otherwise, or Lessee ’ s prospects or the Leased Property . |
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(d) Except for the Required Governmental Approvals to use and operate each Facility for its Primary Intended Use, no other material consent, approval or other authorization of, or registration, declaration or filing with, any G overnmental A uthority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee . |
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(e) Subject to Lessee’s receipt of the Required Governmental Approvals, t he execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirement applicable to Lessee now in effect ; (B) the organizational or charter documents of Lessee ; (C) any judgment, order or decree of any G overnmental A uthority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessee . |
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(f) A ll Required Governmental Approvals with respect to the Delayed Commencement Facilities have been obtained by Lessee. |
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(g) Lessee is in compliance with the requirements of the Orders. Neither Lessee nor any Lessee Party (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists ; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders ; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning direct voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. |
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3. Representations and Warranties of Lessor . As of the Effective D ate, Lessor represents and warrants to Lessee as follows: |
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(a) Lessor is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State (to the extent Lessor is required to be so by applicable Legal Requirements) and has full power, authority and legal right to execute and deliver this Amendment and to
5 |
perform and observe the provisions of this Amendment to be observed and/or performed by Lessor. |
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(b) This Amendment has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity. |
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(c) Lessor is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessor, and is not in default in the payment of any material taxes levied or assessed against Lessor or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessor which would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property. |
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(d) No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Amendment , or for the performance by or the validity or enforceability of this Amendment against Lessor. |
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(e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor . |
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(f) Lessor is in compliance with the requirements of the Orders . Neither Lessor nor any of its Affiliates (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other L ist s; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders ; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. |
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4. Miscellaneous . |
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(b) Reaffirmation of Lease and Treatment Thereof . Lessor and Lessee hereby acknowledge, agree and reaffirm that (i) except as otherwise expressly provided in the Lease (as hereby amended) to the contrary and for the limited purposes so provided, the Lease (as hereby amended) is and the parties intend the same for all purposes to be treated as a single,
6
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integrated and indivisible agreement and economic unit, and (ii) except as otherwise required by Legal Requirements or any accounting rules or regulations, the Lease (as hereby amended) shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan, and Lessor shall be entitled to all the benefits of ownership of the Leased Property (including the Delayed Commencement Facilities ), including depreciation for all federal, state and local tax purposes. |
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(c) Conflicts . In the event of any conflict between the provisions of this Amendment and those of the Lease , the provisions of this Amendment shall control. |
[ Signature Pages Follow ]
7
IN WITNESS WHEREOF , the parties have caused this Amendment to be executed and attested by their respective officers thereunto duly authorized.
LESSEE:
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EMERITUS CORPORATION, A Washington corporation |
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Witness: |
/s/ Teddy D. Hillard |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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SUMMERVILLE AT HAZEL CREEK LLC , a Delaware limited liability company |
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Witness: |
/s/ Teddy D. Hillard |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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SUMMERVILLE AT PRINCE WILLIAM, INC. , a Delaware corporation |
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Witness: |
/s/ Teddy D. Hillard |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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Witness: |
/s/ Teddy D. Hillard |
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LH ASSISTED LIVING, LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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Lessee’s Signature Page 1 of 6 to Second Amendment to Amended and Restated Mast er Lease and Security Agreement
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT HILLSBOROUGH, |
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L.L.C. , a New Jersey limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT OCOEE, INC. , |
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a Delaware corporation |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT PORT ORANGE, |
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INC. , a Delaware corporation |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT STAFFORD, L.L.C. , |
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a New Jersey limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT VOORHEES, L.L.C. , |
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a New Jersey limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Lessee’s Signature Page 2 of 6 to Second Amendment to Amended and Restated Mast er Lease and Security Agreement
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Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT WESTMINSTER, |
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INC. , a Maryland corporation |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT CY-FAIR |
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ASSOCIATES, L.P. , a Delaware limited |
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partnership |
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By: |
SUMMERVILLE AT CY-FAIR, LLC |
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a Delaware limited liability company, |
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its General Partner |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT FRIENDSWOOD |
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ASSOCIATES, L.P. , a Delaware limited |
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partnership |
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By: |
SUMMERVILLE AT FRIENDSWOOD, |
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LLC, a Delaware limited liability |
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company, its General Partner |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Lessee’s Signature Page 3 of 6 to Second Amendment to Amended and Restated Mast er Lease and Security Agreement
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Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT ST. AUGUSTINE, |
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LLC , a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT IRVING |
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ASSOCIATES LP , a Delaware limited |
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partnership |
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By: |
SUMMERVILLE AT IRVING, LLC, |
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a Delaware limited liability company, |
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its General Partner |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT CHESTNUT HILL, |
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LLC , a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE 9 LLC, |
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a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Lessee’s Signature Page 4 of 6 to Second Amendment to Amended and Restated Mast er Lease and Security Agreement
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT CARROLLWOOD, |
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LLC , a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT FOX RUN, LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT WEKIWA SPRINGS |
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LLC , a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT OAK PARK LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Lessee’s Signature Page 5 of 6 to Second Amendment to Amended and Restated Mast er Lease and Security Agreement
Witness: |
/s/ Teddy D. Hillard |
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THE ESTATES OF OAK RIDGE LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
Witness: |
/s/ Teddy D. Hillard |
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SUMMERVILLE AT OVIEDO LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Ming Fang Jiang |
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By: |
/s/ H. Todd Kaestner |
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Name: |
H. Todd Kaestner |
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Title: |
Executive Vice President |
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Name: |
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Lessee’s Signature Page 6 of 6 to Second Amendment to Amended and Restated Mast er Lease and Security Agreement
LESSOR:
Witness: |
/s/ Elsa Bergstrom |
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HCP AUR1 CALIFORNIA A PACK, |
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LLC , a Delaware limited liability company |
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By: |
HCP Partners, LP, a Delaware limited |
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partnership, its member |
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Witness: |
/s/ Kristina L. Fink |
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By: |
HCP MOB, Inc., a Delaware |
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corporation, its general partner |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
Witness: |
/s/ Elsa Bergstrom |
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HCP EMOH, LLC, |
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a Delaware limited liability company |
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Witness: |
/s/ Kristina L. Fink |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
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Witness: |
/s/ Elsa Bergstrom |
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HCP HAZEL CREEK, LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Kristina L. Fink |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
Lessor ’s Signature Page 1 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
Witness: |
/s/ Elsa Bergstrom |
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HCP MA2 CALIFORNIA, LP , |
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a Delaware limited partnership |
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HCP MA2 MASSACHUSETTS, LP , |
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a Delaware limited partnership |
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Witness: |
/s/ Kristina L. Fink |
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HCP MA2 OHIO, LP , a Delaware limited |
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partnership |
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HCP MA2 OKLAHOMA, LP , |
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a Delaware limited partnership |
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By: HCP MA2 GP Holding, LLC, |
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a Delaware limited liability company, |
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their general partner |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
Witness: |
/s/ Elsa Bergstrom |
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HCP MA3 CALIFORNIA, LP , |
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a Delaware limited partnership |
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HCP MA3 SOUTH CAROLINA, LP |
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a Delaware limited partnership |
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Witness: |
/s/ Kristina L. Fink |
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HCP MA3 WASHINGTON, LP , |
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a Delaware limited partnership |
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By: HCP MA3 A Pack GP, LLC, |
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a Delaware limited liability company, |
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their general partner |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
Lessor ’s Signature Page 2 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
Witness: |
/s/ Elsa Bergstrom |
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HCP SENIOR HOUSING PROPERTIES |
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TRUST , a Delaware statutory trust |
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Witness: |
/s/ Kristina L. Fink |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
Witness: |
/s/ Elsa Bergstrom |
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HCP SH ELDORADO HEIGHTS LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Kristina L. Fink |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
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Witness: |
/s/ Elsa Bergstrom |
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HCP SH ELP1 PROPERTIES, LLC , |
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a Delaware limited liability company |
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Witness: |
/s/ Kristina L. Fink |
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By: |
/s/ Kendall K. Young |
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Name: |
Kendall K. Young |
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Title: |
Executive Vice President |
|
|
|
|
|
|
Witness: |
/s/ Elsa Bergstrom |
|
HCP SH ELP2 PROPERTIES, LLC , |
||
|
|
|
a Delaware limited liability company |
||
|
|
|
|
||
|
|
|
|
||
Witness: |
/s/ Kristina L. Fink |
|
By: |
/s/ Kendall K. Young |
|
|
|
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
Lessor ’s Signature Page 3 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
|
|
|
|
|
|
|
|
|
HCP SH ELP3 PROPERTIES, LLC , |
||
|
|
|
a Delaware limited liability company |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
HCP SH LASSEN HOUSE, LLC , |
||
|
|
|
a Delaware limited liability company |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
HCP SH MOUNTAIN LAUREL, LLC , |
||
|
|
|
a Delaware limited liability company |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
HCP SH MOUNTAIN VIEW, LLC , |
||
|
|
|
a Delaware limited liability company |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
Lessor ’s Signature Page 4 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
|
|
|
|
|
|
|
|
|
HCP SH RIVER VALLEY LANDING, LLC |
||
|
|
|
a Delaware limited liability company |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
HCP SH SELLWOOD LANDING, LLC , |
||
|
|
|
a Delaware limited liability company |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
HCP ST1 COLORADO, LP , |
||
|
|
|
a Delaware limited partnership |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
By: HCP ST1 Colorado GP, LLC, |
||
|
|
|
a Delaware limited liability company, |
||
|
|
|
its general partner |
||
Witness: |
/s/ Kristina L. Fink |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
|
|
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
HCP, INC. , |
||
|
|
|
a Maryland corporation |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
|
|
|
Lessor ’s Signature Page 5 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
|
|
|
HCPI TRUST , |
||
|
|
|
a Maryland real estate investment trust |
||
Witness: |
/s/ Elsa Bergstrom |
|
|
||
|
|
|
|
||
|
|
|
By: |
/s/ Kendall K. Young |
|
Witness: |
/s/ Kristina L. Fink |
|
|
Name: |
Kendall K. Young |
|
|
|
|
Title: |
Executive Vice President |
|
|
|
WESTMINSTER HCP, LLC , |
|||||
Witness: |
/s/ Elsa Bergstrom |
|
a Delaware limited liability company |
|||||
|
|
|
|
|||||
|
|
|
By: |
HCPI/TENNESSEE, LLC, |
||||
|
|
|
|
a Delaware limited liability company, |
||||
|
|
|
|
its sole member |
||||
|
|
|
|
|
||||
Witness: |
/s/ Kristina L. Fink |
|
|
By: HCP, INC., |
||||
|
|
|
|
a Maryland corporation, |
||||
|
|
|
|
its managing member |
||||
|
|
|
|
|||||
|
|
|
|
By: |
/s/ Kendall K. Young |
|||
|
|
|
|
|
Name: |
Kendall K. Young |
||
|
|
|
|
|
Title: |
Executive Vice President |
||
|
|
|
|
|
|
Lessor ’s Signature Page 6 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
|
|
|||
Witness: |
/s/ Elsa Bergstrom |
HCP SPRINGTREE, LLC ,
HCP OCOEE, LLC
,
HCP ST. AUGUSTINE, LLC
,
|
||
Witness: |
/s/ Kristina L. Fink |
|||
|
||||
|
By: |
/s/ Kendall K. Youn g |
||
|
|
Name: |
Kendall K. Young |
|
|
|
Title: |
Executive Vice President |
Lessor ’s Signature Page 7 of 7 to Second Amendment to Amended and Restated Master Lease and Security Agreement
CONSENT, REAFFIRMA TION AND AGREEMENT OF GUARANTOR
Guarantor hereby (i) reaffirm s all of its obligations under the G uarant y , (ii) consent s to the foregoing Amendment and (iii) agree s that its obligations under the Guaranty shall extend to Lessee’ s duties, covenants and obligations pursuant to the Lease, as hereby amended.
|
|
|
|
|
|
||
Signed, sealed and delivered in the |
|
BROOKDALE SENIOR LIVING INC. , |
|||||
presence of: |
|
a Delaware corporation |
|||||
|
|
|
|
||||
/s/ Teddy D. Hillard |
|
|
|
||||
Name: |
|
|
By: |
/s/ H. Todd Kaestner |
|||
|
|
|
|
Name: |
H. Todd Kaestner |
||
/s/ Ming Fang Jiang |
|
|
|
Title: |
Executive Vice President - |
||
Name: |
|
|
|
|
Corporate Development |
||
|
|
|
|
|
|
||
|
|
|
|
|
|
Guarantor s ’ Signature Page to Second Amendment to Amended and Restated Master Lease and Security Agreement
AMENDED EXHIBIT A-1.1
Initial Allocated Minimum Rent – Pool 1
Facility Name |
July 2014 |
August 2014 |
September 2014 |
October 2014 |
November 2014 |
December 2014 |
Excess Allocation |
Full Year 2014 |
2016 Allocated Special Rent Credit |
Subsequent Special Rent Credit |
Palm Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Santa Rosa, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Yorba Linda, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Green Mountain, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Newnan, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Courtyard Gardens, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Lake Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Lake Springs Cottages, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Murray, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Oak Tree Village, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Willow Ridge, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Marlton Crossing, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Sandia Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Magnolia Gardens |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Heritage Place |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Lakeside |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Lakeside Cottages |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Springfield - The Briarwood, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Springfield- The Woodside, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Park Place, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Grayson View, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Lexington Gardens |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Legacy Crossing, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Clearlake, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Holiday Lane Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Moses Lake |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Quail Hollow |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Absaroka, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Montclair Park, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Meadowlark, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
San Dimas, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Willoughby, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Highl ine, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Woodstock, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Sweetwater, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Flint River, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Mountain View, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Lassen House, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Westminster, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Spring Tree |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Ocoee, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Stafford, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Friendswood, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Beckett Lake, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Oak Park, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Total Lease Pool 1 (45 Properties) |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Secu rities and Exchange Commission.
AMENDED EXHIBIT A-2.1
Initial Allocated Minimum Rent – Pool 2
HCP # |
Facility Name |
July 2014 |
August 2014 |
September 2014 |
October 2014 |
November 2014 |
December 2014 |
Excess
|
Full year 2014 |
2016 Allocated
|
Subsequent
|
2092 |
Orchard Park, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1233 |
Roslyn, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2144 |
Mountain Laurel, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2165 |
Lake Pointe, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2053 |
Riverstone, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1162 |
Orland Park, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2135 |
Paducah, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2074 |
Oxford, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2129 |
Heartland Park, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2126 |
Churchill, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2121 |
La Villa, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2110 |
Plaza, Emeritus at The |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2158 |
Cedar Ridge, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2171 |
Sellwood, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2098_ |
Alpine Court, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2104 |
Alpine Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2103 |
Eagle Cove, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2088 |
River Valley, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2093 |
Spring Arbor, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2154 |
L aurel Gardens, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2076 |
Chandler Place, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2073 |
Remington House, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2075 |
Eden Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2069 |
Emerald Pointe, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2117 |
Maplewood, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2061 |
Fisher's Landing, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2127 |
Brentmoor, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2169 |
Park Avenue Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2119 |
Oaks, Emeritus at The |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1160 |
Tulsa, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2134 |
Rose Valley Cottages, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2153 |
Rose Valley, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2139 |
Chestnut Lane |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2152 |
Hillside |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2106 |
Heron Pointe, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2090 |
Heron Pointe Cottages, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2148 |
Sugarland Ridge, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2079 |
Sequoia Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2054 |
Sequoia Springs Cottages, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2143 |
Champlin Shores, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0849 |
Carrollwood, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0820 |
Irving, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0859 |
Oviedo, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0732 |
Port Orange, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0802 |
St. Augustine, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0245 |
Voorhees, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
|
Total Lease Pool 2 (46 Properties) |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Secu rities and Exchange Commission.
AMENDED EXHIBIT A-3.1
Initial Allocated Minimum Rent – Pool 3
HCP # |
Facility Name |
July 2014 |
August 2014 |
September 2014 |
October 2014 |
November 2014 |
December 2014 |
PO Property
Excess
|
Full Year 2014 |
2016 Allocated
|
Subsequent
|
1165 |
Northridge, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1561 |
Hazel Creek, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2091 |
Sunrise Creek, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2085 |
Buckingham Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0224 |
Northdale, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2118 |
Woodstock Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1158 |
Plymouth Beach, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2163 |
Cambridge Place, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2080 |
Northridge Place, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2150 |
Roswell, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2083 |
Statesman Club, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2084 |
Manor House, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2050 |
Cougar Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2089 |
Chehalem Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2133 |
Oswego Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2140 |
Century Fields, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1172 |
Greenville, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2099 |
Hawthorne Inn at Hilton Head, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2111 |
Palm Court, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2112 |
Palm Village, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2094 |
Bellevue Place, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2162 |
Carriage Inn, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0225 |
Lake Ridge, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2052 |
Chesterley Meadows |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2078 |
Chesterley Court |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2160 |
Spring Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2062 |
Stonebridge |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2097 |
South Hill, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2059 |
Hawthorne Inn at Greenville |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2132 |
Cordova, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2116 |
Willows at Sherman |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2107 |
Canyonview Estates, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2077 |
Monroe House |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1173 |
Bellevue, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2114 |
Englewood Heights |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2095 |
Eagle Meadows |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2170 |
Legacy Gardens, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
1386 |
Marietta, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0841 |
Chestnut Hill, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0217 |
Cy-Fair, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0857 |
Fox Run, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0734 |
Hillsborough, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0730 |
Litchfield Hills , Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0860 |
Oak Ridge, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
0861 |
Wekiwa Springs, Emeritus at |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
|
Lease Pool 3 (45 Properties) |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
2125 |
Heritage, Emeritus at The |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
|
Purchase Option Properties (1 Property) |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
|
Total Lease Pool 3 (46 Properties) |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Portions of this exhibit have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
1 | The language in this sentence regarding termination by the Participant for Good Reason is included only in the Company's CEO's award agreement. |
2 | The language regarding the Company's obligations in this section is included only in the Company's CEO's award agreement. |
1 | The language in this sentence regarding termination by the Participant for Good Reason is included only in the Company's CEO's award agreement. |
2 | The language regarding the Company's obligations in this section is included only in the Company's CEO's award agreement. |
Subsidiary
|
JURISDICTION
OF
INCORPORATION
OR FORMATION
|
Abingdon Place of Gastonia, LP
|
NC
|
Abingdon Place of Greensboro, LP
|
NC
|
Abingdon Place of Lenoir, LP
|
NC
|
AH Battery Park Owner, LLC
|
DE
|
AH Illinois Huntley Member, LLC
|
OH
|
AH Illinois Huntley Owner, LLC
|
OH
|
AH Illinois Owner, LLC
|
DE
|
AH North Carolina Owner, LLC
|
DE
|
AH Ohio Columbus Owner, LLC
|
DE
|
AH Ohio-Columbus Owner, LLC
|
DE
|
AH Texas CGP, Inc.
|
OH
|
AH Texas Owner Limited Partnership
|
OH
|
AHC ALS FM Holding Company, LLC
|
DE
|
AHC Bayside, Inc.
|
DE
|
AHC Clare Bridge of Gainesville, LLC
|
DE
|
AHC Exchange Corporation
|
DE
|
AHC Florham Park, LLC
|
DE
|
AHC Kansas II, Inc.
|
DE
|
AHC Monroe Township, LLC
|
DE
|
AHC PHN I, Inc.
|
DE
|
AHC Properties, Inc.
|
DE
|
AHC Purchaser Parent, LLC
|
DE
|
AHC Purchaser, Inc.
|
DE
|
AHC Richland Hills, LLC
|
DE
|
AHC Shoreline, LLC
|
DE
|
AHC Southland-Lakeland, LLC
|
DE
|
AHC Southland-Longwood, LLC
|
DE
|
AHC Southland-Melbourne, LLC
|
FL
|
AHC Southland-Ormond Beach, LLC
|
DE
|
AHC Sterling House of Brighton, LLC
|
DE
|
AHC Sterling House of Corsicana, LLC
|
DE
|
AHC Sterling House of Fairfield, LLC
|
DE
|
AHC Sterling House of Gainesville, LLC
|
DE
|
AHC Sterling House of Greenville, LLC
|
DE
|
AHC Sterling House of Harbison, LLC
|
DE
|
AHC Sterling House of Jacksonville, LLC
|
DE
|
AHC Sterling House of Lehigh Acres, LLC
|
DE
|
AHC Sterling House of Lewisville, LLC
|
DE
|
AHC Sterling House of Mansfield, LLC
|
DE
|
AHC Sterling House of Newark, LLC
|
DE
|
AHC Sterling House of Oklahoma City West, LLC
|
DE
|
AHC Sterling House of Panama City, LLC
|
DE
|
AHC Sterling House of Port Charlotte, LLC
|
DE
|
AHC Sterling House of Punta Gorda, LLC
|
DE
|
AHC Sterling House of Urbana, LLC
|
DE
|
AHC Sterling House of Venice, LLC
|
DE
|
AHC Sterling House of Washington Township, LLC
|
DE
|
AHC Sterling House of Weatherford, LLC
|
DE
|
AHC Sterling House of Youngstown, LLC
|
DE
|
AHC Trailside, LLC
|
DE
|
AHC Villas of Albany Residential, LLC
|
DE
|
AHC Villas of the Atrium, LLC
|
DE
|
AHC Villas-Wynwood of Courtyard Albany, LLC
|
DE
|
AHC Villas-Wynwood of River Place, LLC
|
DE
|
AHC Wynwood of Rogue Valley, LLC
|
DE
|
AHC/ALS FM Holding Company, LLC
|
DE
|
Alabama Somerby, LLC
|
DE
|
ALS Holdings, Inc.
|
DE
|
ALS Kansas, Inc.
|
DE
|
ALS Leasing, Inc.
|
DE
|
ALS National SPE I, Inc.
|
DE
|
ALS National, Inc.
|
DE
|
ALS North America, Inc.
|
DE
|
ALS Properties Holding Company, LLC
|
DE
|
ALS Properties Tenant I, LLC
|
DE
|
ALS Properties Tenant II, LLC
|
DE
|
ALS Wisconsin Holdings, Inc.
|
DE
|
ALS-Clare Bridge, Inc.
|
DE
|
ALS-Stonefield, Inc.
|
DE
|
ALS-Venture II, Inc.
|
DE
|
ALS-Wovenhearts, Inc.
|
DE
|
Alternative Living Services Home Care, Inc.
|
NY
|
Alternative Living Services-New York, Inc.
|
DE
|
American Retirement Corporation
|
TN
|
Ameritex Home Health Care, Inc.
|
TX
|
Arbors of Santa Rosa, LLC
|
DE
|
ARC Air Force Village, LP
|
TN
|
ARC Aurora, LLC
|
TN
|
ARC Bahia Oaks, Inc.
|
TN
|
ARC Bay Pines, Inc.
|
TN
|
ARC Belmont, LLC
|
TN
|
ARC Boca Raton, Inc.
|
TN
|
ARC Boynton Beach, LLC
|
TN
|
ARC Bradenton HC, Inc.
|
TN
|
ARC Bradenton Management, LLC
|
DE
|
ARC Bradenton RC, Inc.
|
TN
|
ARC Brandywine, LP
|
DE
|
ARC Brookmont Terrace, Inc.
|
TN
|
ARC Carriage Club of Jacksonville, Inc.
|
TN
|
ARC Cleveland Heights, LLC
|
TN
|
ARC Cleveland Park, LLC
|
TN
|
ARC Coconut Creek Management, Inc.
|
TN
|
ARC Coconut Creek, LLC
|
TN
|
ARC Corpus Christi, LLC
|
TN
|
ARC Countryside, LLC
|
TN
|
ARC Creative Marketing, LLC
|
TN
|
ARC Cypress, LLC
|
TN
|
ARC Deane Hill, LLC
|
TN
|
ARC Delray Beach, LLC
|
TN
|
ARC Epic Holding Company, Inc.
|
TN
|
ARC Epic OpCo Holding Company, Inc.
|
DE
|
ARC FM Holding Company, LLC
|
DE
|
ARC Fort Austin Properties, LLC
|
TN
|
ARC Freedom Square Management, Inc.
|
TN
|
ARC Freedom Square, LLC
|
DE
|
ARC Freedom, LLC
|
TN
|
ARC Galleria Woods, Inc.
|
TN
|
ARC Greenwood Village, Inc.
|
TN
|
ARC Hampton Post Oak, Inc.
|
TN
|
ARC HDV, LLC
|
TN
|
ARC Heritage Club, Inc.
|
TN
|
ARC Holland, Inc.
|
TN
|
ARC Holley Court Management, Inc.
|
TN
|
ARC Holley Court, LLC
|
TN
|
ARC Homewood Corpus Christi, LLC
|
DE
|
ARC Homewood Victoria, Inc.
|
TN
|
ARC Imperial Plaza, LLC
|
TN
|
ARC Imperial Services, Inc.
|
TN
|
ARC Lady Lake, Inc.
|
TN
|
ARC Lakeway ALF Holding Company, LLC
|
DE
|
ARC Lakeway II, LP
|
TN
|
ARC Lakeway SNF, LLC
|
TN
|
ARC Lakewood, LLC
|
TN
|
ARC Lowry, LLC
|
TN
|
ARC LP Holdings, LLC
|
TN
|
ARC Management Corporation
|
TN
|
ARC Management, LLC
|
TN
|
ARC Naples, LLC
|
TN
|
ARC Oakhurst, Inc.
|
TN
|
ARC Park Regency, Inc.
|
TN
|
ARC Parklane, Inc.
|
TN
|
ARC Partners II, Inc.
|
TN
|
ARC Pearland, LP
|
TN
|
ARC Pecan Park Padgett, Inc.
|
TN
|
ARC Pecan Park, LP
|
TN
|
ARC Peoria II, Inc.
|
TN
|
ARC Peoria, LLC
|
TN
|
ARC Pharmacy Services, LLC
|
TN
|
ARC Pinegate, LP
|
TN
|
ARC Post Oak, LP
|
TN
|
ARC Richmond Heights SNF, LLC
|
TN
|
ARC Richmond Heights, LLC
|
TN
|
ARC Richmond Place, Inc.
|
DE
|
ARC Rossmoor, Inc.
|
TN
|
ARC Santa Catalina, Inc.
|
TN
|
ARC SCC, Inc.
|
TN
|
ARC Scottsdale, LLC
|
TN
|
ARC Shadowlake, LP
|
TN
|
ARC Shavano Park, Inc.
|
TN
|
ARC Shavano, LP
|
TN
|
ARC Somerby Holdings, Inc.
|
TN
|
ARC Spring Shadow, LP
|
TN
|
ARC Sun City Center, Inc.
|
TN
|
ARC Sun City Golf Course, Inc.
|
TN
|
ARC Sweet Life Rosehill, LLC
|
TN
|
ARC Sweet Life Shawnee, LLC
|
TN
|
ARC Tarpon Springs, Inc.
|
TN
|
ARC Tennessee GP, Inc.
|
TN
|
ARC Therapy Services, LLC
|
TN
|
ARC Victoria, L.P.
|
TN
|
ARC Westlake Village SNF, LLC
|
DE
|
ARC Westlake Village, Inc.
|
TN
|
ARC Westover Hills, LP
|
TN
|
ARC Willowbrook, LLC
|
TN
|
ARC Wilora Assisted Living, LLC
|
TN
|
ARC Wilora Lake, Inc.
|
TN
|
ARCLP Charlotte, LLC
|
TN
|
ARCLP-Charlotte, LLC
|
TN
|
ARCPI Holdings, Inc.
|
DE
|
Asheville Manor, LP
|
NC
|
Assisted Living Properties, Inc.
|
KS
|
Batus, LLC
|
DE
|
BKD - GC FM Holdings, LLC
|
DE
|
BKD AGC, Inc.
|
DE
|
BKD Alabama Operator, LLC
|
DE
|
BKD Alabama SNF, LLC
|
DE
|
BKD Apache Junction Operator, LLC
|
DE
|
BKD Apache Junction PropCo, LLC
|
DE
|
BKD Arbors of Santa Rosa, LLC
|
DE
|
BKD Ballwin, LLC
|
DE
|
BKD Bossier City Operator, LLC
|
DE
|
BKD Bossier City Propco, LLC
|
DE
|
BKD Bradford Village OpCo LLC
|
DE
|
BKD Bradford Village Propco, LLC
|
DE
|
BKD Brentwood at Niles, LLC
|
DE
|
BKD Brookdale Marketplace, LLC
|
DE
|
BKD Brookdale Place of Brookfield, LLC
|
DE
|
BKD Carrollton Operator, LLC
|
DE
|
BKD Carrollton Propco, LLC
|
DE
|
BKD CCRC OpCo HoldCo Member, LLC
|
DE
|
BKD CCRC PropCo HoldCo Member, LLC
|
DE
|
BKD Chambrel Holding, LLC
|
DE
|
BKD Chandler Operator, LLC
|
DE
|
BKD Chandler PropCo, LLC
|
DE
|
BKD Clare Bridge and Sterling House of Battle Creek, LLC
|
DE
|
BKD Clare Bridge of Beaverton, LLC
|
DE
|
BKD Clare Bridge of Bend, LLC
|
DE
|
BKD Clare Bridge of Brookfield, LLC
|
DE
|
BKD Clare Bridge of Dublin, LLC
|
DE
|
BKD Clare Bridge of Meridian, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City-SW, LLC
|
DE
|
BKD Clare Bridge of Olympia, LLC
|
DE
|
BKD Clare Bridge of Spokane, LLC
|
DE
|
BKD Clare Bridge of Troutdale, LLC
|
DE
|
BKD Clare Bridge of Wichita, LLC
|
DE
|
BKD Clare Bridge Place Brookfield, LLC
|
DE
|
BKD Cortona Park, LLC
|
DE
|
BKD Deane Hill, LLC
|
DE
|
BKD Emeritus EI, LLC
|
DE
|
BKD Employee Services - RIDEA 49, LLC
|
DE
|
BKD FM Holding Company, LLC
|
DE
|
BKD FM Nine Holdings, LLC
|
DE
|
BKD FM21 Holdings I, LLC
|
DE
|
BKD FM21 Holdings II, LLC
|
DE
|
BKD FM21 Holdings III, LLC
|
DE
|
BKD Freedom Plaza Arizona - Peoria, LLC
|
DE
|
BKD Gaines Ranch, LLC
|
DE
|
BKD Gardens-Tarzana Propco, LLC
|
DE
|
BKD Germantown, LLC
|
DE
|
BKD HB Acquisition Sub, Inc.
|
DE
|
BKD HCR Master Lease 3 Tenant, LLC
|
DE
|
BKD Homewood Corpus Christi Propco, LLC
|
DE
|
BKD Horsham, LLC
|
DE
|
BKD Houston Vintage, LLC
|
DE
|
BKD Island Lake Holdings, LLC
|
DE
|
BKD Island Lake, LLC
|
DE
|
BKD Kansas Properties, LLC
|
DE
|
BKD Lebanon/Southfield, LLC
|
DE
|
BKD Management Holdings FC, Inc.
|
DE
|
BKD Michigan City, LLC
|
DE
|
BKD Minnetonka Assisted Living, LLC
|
DE
|
BKD New England Bay, LLC
|
DE
|
BKD North Chandler, LLC
|
DE
|
BKD Northport Operator, LLC
|
DE
|
BKD Northport Propco Member, LLC
|
DE
|
BKD Northport Propco, LLC
|
DE
|
BKD Oklahoma Management, LLC
|
DE
|
BKD Olney, LLC
|
DE
|
BKD Owatonna, LLC
|
DE
|
BKD Paradise Valley Propco, LLC
|
DE
|
BKD Patriot Heights, LLC
|
DE
|
BKD Pearland, LLC
|
DE
|
BKD Personal Assistance Services, LLC
|
DE
|
BKD PHS Investor, LLC
|
DE
|
BKD Project 3 Holding Co., LLC
|
DE
|
BKD Project 3 Manager, LLC
|
DE
|
BKD Richmond Place Propco, LLC
|
DE
|
BKD RIDEA OpCo HoldCo Member, LLC
|
DE
|
BKD Robin Run Real Estate, Inc.
|
DE
|
BKD Rome Operator, LLC
|
DE
|
BKD Rome PropCo, LLC
|
DE
|
BKD Roseland, LLC
|
DE
|
BKD Shadowlake, LLC
|
DE
|
BKD Shoreline, LLC
|
DE
|
BKD Sparks, LLC
|
DE
|
BKD Spring Shadows, LLC
|
DE
|
BKD Sterling House of Bloomington, LLC
|
DE
|
BKD Sterling House of Bowling Green, LLC
|
DE
|
BKD Sterling House of Cedar Hill, LLC
|
DE
|
BKD Sterling House of Colorado Springs-Briargate, LLC
|
DE
|
BKD Sterling House of Deland, LLC
|
DE
|
BKD Sterling House of Denton-Parkway, LLC
|
DE
|
BKD Sterling House of DeSoto, LLC
|
DE
|
BKD Sterling House of Duncan, LLC
|
DE
|
BKD Sterling House of Edmond, LLC
|
DE
|
BKD Sterling House of Enid, LLC
|
DE
|
BKD Sterling House of Junction City, LLC
|
DE
|
BKD Sterling House of Kokomo, LLC
|
DE
|
BKD Sterling House of Lawton, LLC
|
DE
|
BKD Sterling House of Loveland-Orchards, LLC
|
DE
|
BKD Sterling House of Mansfield, LLC
|
DE
|
BKD Sterling House of Merrillville, LLC
|
DE
|
BKD Sterling House of Midwest City, LLC
|
DE
|
BKD Sterling House of Oklahoma City North, LLC
|
DE
|
BKD Sterling House of Oklahoma City South, LLC
|
DE
|
BKD Sterling House of Palestine, LLC
|
DE
|
BKD Sterling House of Ponca City, LLC
|
DE
|
BKD Sterling House of Waxahachie, LLC
|
DE
|
BKD Sterling House of West Melbourne I and II, LLC
|
DE
|
BKD Sterling House of Wichita-Tallgrass, LLC
|
DE
|
BKD Sun City Center-LaBarc, LLC
|
DE
|
BKD Ten Oaks Operator, LLC
|
DE
|
BKD Ten Oaks Propco, LLC
|
DE
|
BKD The Heights, LLC
|
DE
|
BKD Twenty-One Management Company, Inc.
|
DE
|
BKD Twenty-One Opco, Inc.
|
DE
|
BKD Twenty-One Propco, Inc.
|
DE
|
BKD University Park Holding Company, LLC
|
DE
|
BKD University Park SNF, LLC
|
DE
|
BKD Vista, LLC
|
DE
|
BKD Wellington Fort Walton Beach, LLC
|
DE
|
BKD Wellington Muscle Shoals, LLC
|
DE
|
BKD Wellington Newport, LLC
|
DE
|
BKD Westover Hills, LLC
|
DE
|
BKD Willowbrook Propco, LLC
|
DE
|
BKD Wooster MC, LLC
|
DE
|
BKD Wynwood of Madison West Real Estate, LLC
|
DE
|
BKD Wynwood of Richboro-Northhampton, LLC
|
DE
|
BLC - Atrium at San Jose, L.P.
|
DE
|
BLC - Atrium at San Jose, LLC
|
DE
|
BLC - Brendenwood, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LP
|
DE
|
BLC - Chatfield, LLC
|
DE
|
BLC - Devonshire of Hoffman Estates, LLC
|
DE
|
BLC - Devonshire of Lisle, LLC
|
DE
|
BLC - Edina Park Plaza, LLC
|
DE
|
BLC - Gables at Farmington, LLC
|
DE
|
BLC - Hawthorne Lakes, LLC
|
DE
|
BLC - Kenwood of Lake View, LLC
|
DE
|
BLC - Park Place, LLC
|
DE
|
BLC - Ponce de Leon, LLC
|
DE
|
BLC - River Bay Club, LLC
|
DE
|
BLC - Springs at East Mesa, LLC
|
DE
|
BLC - The Berkshire of Castleton, L.P.
|
DE
|
BLC - The Berkshire of Castleton, LLC
|
DE
|
BLC - The Gables at Brighton, LLC
|
DE
|
BLC - The Hallmark, LLC
|
DE
|
BLC - The Heritage of Des Plaines, LLC
|
DE
|
BLC - The Willows, LLC
|
DE
|
BLC - Woodside Terrace, L.P.
|
DE
|
BLC - Woodside Terrace, LLC
|
DE
|
BLC Acquisitions, Inc.
|
DE
|
BLC Adrian-GC, LLC
|
DE
|
BLC Albuquerque-GC, LLC
|
DE
|
BLC Atrium-Jacksonville SNF, LLC
|
DE
|
BLC Atrium-Jacksonville, LLC
|
DE
|
BLC Bristol-GC, LLC
|
DE
|
BLC Cedar Springs, LLC
|
DE
|
BLC Chancellor-Lodi LH, LLC
|
DE
|
BLC Chancellor-Murrieta LH, LLC
|
DE
|
BLC Chancellor-Windsor, Inc.
|
DE
|
BLC Chancellor-Windsor, L.P.
|
DE
|
BLC Crystal Bay, LLC
|
DE
|
BLC Dayton-GC, LLC
|
DE
|
BLC Emerald Crossings, LLC
|
DE
|
BLC Farmington Hills-GC, LLC
|
DE
|
BLC Federal Way LH, LLC
|
DE
|
BLC Federal Way, LLC
|
DE
|
BLC Finance I, LLC
|
DE
|
BLC Findlay-GC, LLC
|
DE
|
BLC Fort Myers-GC, LLC
|
DE
|
BLC Gables-Monrovia, Inc.
|
DE
|
BLC Gables-Monrovia, L.P.
|
DE
|
BLC Gardens-Santa Monica LH, LLC
|
DE
|
BLC Gardens-Santa Monica, Inc.
|
DE
|
BLC Gardens-Santa Monica, L.P.
|
DE
|
BLC Gardens-Tarzana Holding, LLC
|
DE
|
BLC Gardens-Tarzana, Inc.
|
DE
|
BLC Gardens-Tarzana, L.P.
|
DE
|
BLC Gardens-Tarzana, LLC
|
DE
|
BLC Glenwood Gardens SNF, LP
|
DE
|
BLC Glenwood-Gardens AL, L.P.
|
DE
|
BLC Glenwood-Gardens AL-LH, LLC
|
DE
|
BLC Glenwood-Gardens SNF, Inc.
|
DE
|
BLC Glenwood-Gardens SNF-LH, LLC
|
DE
|
BLC Glenwood-Gardens, Inc.
|
DE
|
BLC Inn at the Park, Inc.
|
DE
|
BLC Inn at the Park, L.P.
|
DE
|
BLC Jackson Oaks, LLC
|
DE
|
BLC Kansas City-GC, LLC
|
DE
|
BLC Las Vegas-GC, LLC
|
DE
|
BLC Lexington SNF, LLC
|
DE
|
BLC Liberty FM Holding Company, LLC
|
DE
|
BLC Lodge at Paulin, Inc.
|
DE
|
BLC Lodge at Paulin, L.P.
|
DE
|
BLC Lubbock-GC, LLC
|
DE
|
BLC Lubbock-GC, LP
|
DE
|
BLC Management of Texas, LLC
|
DE
|
BLC Management-3, LLC
|
DE
|
BLC Mirage Inn, Inc.
|
DE
|
BLC Mirage Inn, L.P.
|
DE
|
BLC New York Holdings, Inc.
|
DE
|
BLC Nohl Ranch, Inc.
|
DE
|
BLC Nohl Ranch, L.P.
|
DE
|
BLC Novi FM Holding Company, LLC
|
DE
|
BLC Novi-GC, LLC
|
DE
|
BLC Oak Tree Villa, Inc.
|
DE
|
BLC Oak Tree Villa, L.P.
|
DE
|
BLC Ocean House, Inc.
|
DE
|
BLC Ocean House, L.P.
|
DE
|
BLC Overland Park-GC, LLC
|
DE
|
BLC Pacific Inn, Inc.
|
DE
|
BLC Pacific Inn, L.P.
|
DE
|
BLC Pennington Place, LLC
|
DE
|
BLC Phoenix-GC, LLC
|
DE
|
BLC Properties I, LLC
|
DE
|
BLC Roman Court, LLC
|
DE
|
BLC Sand Point, LLC
|
DE
|
BLC Sheridan, LLC
|
DE
|
BLC Southerland Place - Midlothian, LLC
|
DE
|
BLC Southerland Place-Germantown, LLC
|
DE
|
BLC Springfield-GC, LLC
|
DE
|
BLC Tampa-GC, LLC
|
DE
|
BLC Tavares-GC, LLC
|
DE
|
BLC The Fairways LH, LLC
|
DE
|
BLC The Fairways, LLC
|
DE
|
BLC Victorian Manor, LLC
|
DE
|
BLC Village at Skyline, LLC
|
DE
|
BLC Wellington FM Holding Company, LLC
|
DE
|
BLC Wellington-Athens, LLC
|
DE
|
BLC Wellington-Cleveland, LLC
|
DE
|
BLC Wellington-Colonial Heights, LLC
|
DE
|
BLC Wellington-Fort Walton Beach, LLC
|
DE
|
BLC Wellington-Gardens, LLC
|
DE
|
BLC Wellington-Geenville MS, LLC
|
DE
|
BLC Wellington-Greeneville TN, LLC
|
DE
|
BLC Wellington-Hampton Cove, LLC
|
DE
|
BLC Wellington-Hixson, LLC
|
DE
|
BLC Wellington-Johnson City, LLC
|
DE
|
BLC Wellington-Kennesaw, LLC
|
DE
|
BLC Wellington-Kingston, LLC
|
DE
|
BLC Wellington-Maryville, LLC
|
DE
|
BLC Wellington-Newport, LLC
|
DE
|
BLC Wellington-Sevierville, LLC
|
DE
|
BLC Wellington-Shoals, LLC
|
DE
|
BLC Windsor Place, LLC
|
DE
|
BLC-Club Hill, LLC
|
DE
|
BLC-GC Member, LLC
|
DE
|
BLC-GC Texas, L.P.
|
DE
|
BLC-GFB Member, LLC
|
DE
|
BLC-Montrose, LLC
|
DE
|
BLC-Patriot Heights, L.P.
|
DE
|
BLC-Patriot Heights, LLC
|
DE
|
BLC-Pinecastle, LLC
|
DE
|
BLC-Ramsey, LLC
|
DE
|
BLC-Roswell, LLC
|
DE
|
BLC-Williamsburg, LLC
|
DE
|
Brandywine GP, LLC
|
TN
|
BRE/SW Holdings LLC
|
DE
|
BRE/SW Minot Land LLC
|
DE
|
BRE/SW Necanicum Village LLC
|
DE
|
BRE/SW Portfolio LLC
|
DE
|
BREA Atlanta Court LLC
|
DE
|
BREA Atlanta Gardens LLC
|
DE
|
BREA Boynton Beach LLC
|
DE
|
BREA BREA LLC
|
DE
|
BREA Charlotte LLC
|
DE
|
BREA Citrus Heights LLC
|
DE
|
BREA Colorado Springs LLC
|
DE
|
BREA Decatur, LLC
|
DE
|
BREA Denver LLC
|
DE
|
BREA Dunedin LLC
|
DE
|
BREA East Mesa LLC
|
DE
|
BREA Emeritus LLC
|
DE
|
BREA Overland Park LLC
|
DE
|
BREA Palmer Ranch LLC
|
DE
|
BREA Peoria LLC
|
DE
|
BREA Reno LLC
|
DE
|
BREA Roanoke LLC
|
DE
|
BREA Sarasota LLC
|
DE
|
BREA Sun City West LLC
|
DE
|
BREA Tucson LLC
|
DE
|
BREA Wayne LLC
|
DE
|
BREA West Orange LLC
|
DE
|
BREA Whittier LLC
|
DE
|
Brookdale 20 Property Springing Member, Inc.
|
DE
|
Brookdale Castle Hills, LLC
|
DE
|
Brookdale Chancellor, Inc.
|
DE
|
Brookdale Corporate, LLC
|
DE
|
Brookdale Cypress Station, LLC
|
DE
|
Brookdale Development, LLC
|
DE
|
Brookdale Employee Services - Corporate, LLC
|
DE
|
Brookdale Employee Services, LLC
|
DE
|
Brookdale F&B, LLC
|
DE
|
Brookdale Gardens, Inc.
|
DE
|
Brookdale Home Health of Sonoma, LLC
|
DE
|
Brookdale Place of Ann Arbor, LLC
|
DE
|
Brookdale Place of Augusta, LLC
|
DE
|
Brookdale Place of Bath, LLC
|
DE
|
Brookdale Place of Colorado Springs, LLC
|
DE
|
Brookdale Place of Englewood, LLC
|
DE
|
Brookdale Place of South Charlotte, LLC
|
DE
|
Brookdale Place of West Hartford, LLC
|
DE
|
Brookdale Place of Wilton, LLC
|
DE
|
Brookdale Place of Wooster, LLC
|
DE
|
Brookdale Provident Management, LLC
|
DE
|
Brookdale Provident Properties, LLC
|
DE
|
Brookdale Real Estate, LLC
|
DE
|
Brookdale Senior Housing, LLC
|
DE
|
Brookdale Senior Living Communities, Inc.
|
DE
|
Brookdale Vehicle Holding, LLC
|
DE
|
Brookdale Wellington Lessee, Inc.
|
DE
|
Brookdale Wellington, Inc.
|
DE
|
Brookdale.com, LLC
|
DE
|
Burlington Manor ALZ, LLC
|
NC
|
Burlington Manor, LLC
|
NC
|
Carolina House of Asheboro, LLC
|
NC
|
Carolina House of Bluffton, LLC
|
NC
|
Carolina House of Cary, LLC
|
NC
|
Carolina House of Chapel Hill, LLC
|
NC
|
Carolina House of Charlotte, LLC
|
NC
|
Carolina House of Durham, LLC
|
NC
|
Carolina House of Elizabeth City, LLC
|
NC
|
Carolina House of Florence, LLC
|
NC
|
Carolina House of Forest City, LLC
|
NC
|
Carolina House of Greenville, LLC
|
NC
|
Carolina House of Hilton Head, LLC
|
NC
|
Carolina House of Lexington, LLC
|
NC
|
Carolina House of Morehead City, LLC
|
NC
|
Carolina House of Reidsville, LLC
|
NC
|
Carolina House of Smithfield, LLC
|
NC
|
Carolina House of the Village of Pinehurst, LLC
|
NC
|
Carolina House of Wake Forest, LLC
|
NC
|
CCRC - Freedom Pointe at the Villages, LLC
|
DE
|
CCRC - Lake Port Square, LLC
|
DE
|
CCRC - Regency Oaks, LLC
|
DE
|
CCRC - South Port Square, LLC
|
DE
|
CCRC HoldCo - Holland, LLC
|
DE
|
CCRC OpCo - Bradenton, LLC
|
DE
|
CCRC OpCo - Cypress Village, LLC
|
DE
|
CCRC OpCo - Foxwood Springs, LLC
|
DE
|
CCRC OpCo - Freedom Square, LLC
|
DE
|
CCRC OpCo - Galleria Woods, LLC
|
DE
|
CCRC OpCo - Holland, LLC
|
DE
|
CCRC OpCo - Robin Run, LLC
|
DE
|
CCRC OpCo - Sun City Center, LLC
|
DE
|
CCRC OpCo Ventures, LLC
|
DE
|
CCRC PropCo - Bradenton, LLC
|
DE
|
CCRC PropCo - Freedom Plaza, LLC
|
DE
|
CCRC PropCo - Homestead Residence, LLC
|
DE
|
CCRC PropCo Ventures, LLC
|
DE
|
CCRC PropCo-Cypress Village, LLC
|
DE
|
CCRC PropCo-Foxwood Springs, LLC
|
DE
|
CCRC PropCo-Freedom Square, LLC
|
DE
|
CCRC PropCo-Galleria Woods, LLC
|
DE
|
CCRC PropCo-Robin Run, LLC
|
DE
|
CCRC-Brandywine, LLC
|
DE
|
Champion Oaks Investors LLC
|
DE
|
Cherry Hills Club, L.L.C.
|
DE
|
Clare Bridge of Carmel, LLC
|
DE
|
Clare Bridge of Virginia Beach Estates, LLC
|
DE
|
CMCP Properties, Inc.
|
DE
|
CMCP Texas, Inc.
|
DE
|
CMCP-Club Hill, LLC
|
DE
|
CMCP-Island Lake, LLC
|
DE
|
CMCP-Montrose, LLC
|
DE
|
CMCP-Pinecastle, LLC
|
DE
|
CMCP-Roswell, LLC
|
DE
|
CMCP-Williamsburg, LLC
|
DE
|
Collin Oaks Investors LLC
|
DE
|
Concord Manor Limted Partnership
|
NC
|
Coventry Care Group, L.L.C.
|
DE
|
Coventry Corporation
|
KS
|
Crossings International Corporation
|
WA
|
Cypress Arlington & Leawood JV, LLC
|
DE
|
Cypress Arlington GP, LLC
|
DE
|
Cypress Arlington, L.P.
|
DE
|
Cypress Dallas & Ft. Worth JV, LLC
|
DE
|
Cypress Dallas GP, LLC
|
DE
|
Cypress Dallas, L.P.
|
DE
|
Cypress Ft. Worth GP, LLC
|
DE
|
Cypress Ft. Worth, L.P.
|
DE
|
Cypress Garden Homes, LLC
|
DE
|
Danville Place I, LLC
|
VA
|
Danville Place Special Management, LLC
|
NC
|
Duval Oaks Investors LLC
|
DE
|
Eden Estates, LLC
|
NC
|
EmeriCal Inc
|
DE
|
EmeriCare Countryside Village LLC
|
DE
|
EmeriCare Heritage LLC
|
DE
|
EmeriCare Inc
|
DE
|
EmeriCare Kingwood LLC
|
DE
|
EmeriCare NOC LLC
|
DE
|
EmeriCare Palmer Ranch LLC
|
DE
|
EmeriCare Rehab LLC
|
DE
|
EmeriCare Skylyn Place LLC
|
DE
|
EmeriCare Sugarland LLC
|
DE
|
EmeriChenal LLC
|
DE
|
Emerichip Alexandria LLC
|
DE
|
Emerichip Allentown LLC
|
DE
|
Emerichip Auburn LLC
|
DE
|
Emerichip Biloxi LLC
|
DE
|
Emerichip Boise LLC
|
DE
|
Emerichip Bozeman LLC
|
DE
|
Emerichip Cedar Rapids LLC
|
DE
|
Emerichip Dover LLC
|
DE
|
Emerichip Emerald Hills LLC
|
DE
|
Emerichip Englewood LLC
|
DE
|
Emerichip Everett LLC
|
DE
|
Emerichip Hendersonville LLC
|
DE
|
Emerichip La Casa Grande LLC
|
DE
|
Emerichip Lafayette LLC
|
DE
|
Emerichip Lake Charles LLC
|
DE
|
Emerichip Lakeland LLC
|
DE
|
Emerichip Latrobe LLC
|
DE
|
Emerichip Lewiston LLC
|
DE
|
Emerichip Morristown LLC
|
DE
|
Emerichip Ocala East LLC
|
DE
|
Emerichip Ocala West LLC
|
DE
|
Emerichip Odessa LP
|
DE
|
Emerichip Ontario LLC
|
DE
|
Emerichip Painted Post LLC
|
DE
|
Emeritol Colonial Park Club LLC
|
DE
|
Emeritol Dowlen Oaks LLC
|
DE
|
Emeritol Eastman Estates LLC
|
DE
|
Emeritol Elmbrook Estates LLC
|
DE
|
Emeritol Evergreen Lodge LLC
|
DE
|
Emeritol Fairhaven Estates LLC
|
DE
|
Emeritol Grand Terrace LLC
|
DE
|
Emeritol Harbour Pointe Shores LLC
|
DE
|
Emeritol Hearthstone Inn LLC
|
DE
|
Emeritol Highland Hills LLC
|
DE
|
Emeritol Lakeridge Place LLC
|
DE
|
Emeritol LO Coeur D'Alene LLC
|
DE
|
Emeritol LO Flagstaff LLC
|
DE
|
Emeritol LO Hagerstown LLC
|
DE
|
Emeritol LO Hattiesburg LLC
|
DE
|
Emeritol LO Lakewood LLC
|
DE
|
Emeritol LO Phoenix LLC
|
DE
|
Emeritol LO Staunton LLC
|
DE
|
Emeritol Meadowbrook LLC
|
DE
|
Emeritol Meadowlands Terrace LLC
|
DE
|
Emeritol Park Club Brandon LLC
|
DE
|
Emeritol Park Club Oakbridge LLC
|
DE
|
Emeritol Pines of Tewksbury LLC
|
DE
|
Emeritol Ridge Wind LLC
|
DE
|
Emeritol Saddleridge Lodge LLC
|
DE
|
Emeritol Seville Estates LLC
|
DE
|
Emeritol Stonecreek Lodge LLC
|
DE
|
Emeritol Woods At Eddy Pond LLC
|
DE
|
Emeritrace LLC
|
DE
|
Emeritrog LLC
|
DE
|
Emeritus Corporation
|
WA
|
Emeritus Management, LLC
|
WA
|
Emeritus Nebraska LLC
|
DE
|
Emeritus Properties Ark Wildflower LLC
|
DE
|
Emeritus Properties Ark Willow Brook LLC
|
DE
|
Emeritus Properties II, Inc.
|
WA
|
Emeritus Properties III, Inc.
|
WA
|
Emeritus Properties IV, Inc.
|
WA
|
Emeritus Properties IX, LLC
|
WA
|
Emeritus Properties V, Inc.
|
WA
|
Emeritus Properties X, LLC
|
WA
|
Emeritus Properties XI, LLC
|
WA
|
Emeritus Properties XII, LLC
|
WA
|
Emeritus Properties XIV, LLC
|
WA
|
Emeritus Properties XVI, Inc.
|
NV
|
Emeritus Properties-Arkansas, LLC
|
DE
|
Emeritus Properties-NGH, LLC
|
WA
|
Emeritus Realty V, LLC
|
DE
|
EmeritusMerced Inc
|
DE
|
Emerivent Atherton Court Inc
|
DE
|
Emerivent Bradenton LLC
|
DE
|
Emerivent Brighton LLC
|
DE
|
Emerivent Lake Mary LLC
|
DE
|
Emerivent Mentor LLC
|
DE
|
Emerivill SC LLC
|
DE
|
EmeriVista LLC
|
DE
|
Emeriweg Deerfield LLC
|
DE
|
Emeriweg Stow LLC
|
DE
|
Emeriweg Troy LLC
|
DE
|
Emeriweg Vestal LLC
|
DE
|
Emeriyaf LLC
|
DE
|
ESC G.P. II, Inc.
|
WA
|
ESC III, LP
|
WA
|
ESC IV, LP
|
WA
|
ESC-Arbor Place, LLC
|
WA
|
ESC-New Port Richey, LLC
|
WA
|
ESC-NGH, LP
|
WA
|
ESC-Ridgeland, LLC
|
WA
|
FEBC ALT Holdings, Inc.
|
DE
|
FEBC-ALT Investors LLC
|
DE
|
FIT Ramsey LLC
|
DE
|
FIT REN Holdings GP Inc.
|
DE
|
FIT REN LLC
|
DE
|
FIT REN Mirage Inn LP
|
DE
|
FIT REN Nohl Ranch LP
|
DE
|
FIT REN Oak Tree LP
|
DE
|
FIT REN Ocean House LP
|
DE
|
FIT REN Pacific Inn LP
|
DE
|
FIT REN Park LP
|
DE
|
FIT REN Paulin Creek LP
|
DE
|
FIT REN The Gables LP
|
DE
|
Flint Michigan Retirement Housing, LLC
|
MI
|
Fort Austin Limited Partnership
|
TX
|
Fortress CCRC Acquisition LLC
|
DE
|
Foxwood Springs Garden Homes, LLC
|
DE
|
HC3 Sunrise LLC
|
DE
|
Heartland Retirement Services, Inc.
|
WI
|
Heritage Hills Retirement, Inc.
|
NC
|
Hickory Manor, LLC
|
NC
|
High Point Manor at Skeet Club, LP
|
NC
|
High Point Manor, LP
|
NC
|
High Point Place, LLC
|
NC
|
Home Health Care Holdings, LLC
|
DE
|
Homewood at Brookmont Terrace, LLC
|
TN
|
Horizon Bay Chartwell II, L.L.C.
|
DE
|
Horizon Bay Chartwell, L.L.C.
|
DE
|
Horizon Bay HP Management, L.L.C.
|
DE
|
Horizon Bay Management CCRC, L.L.C.
|
DE
|
Horizon Bay Management II, L.L.C.
|
DE
|
Horizon Bay Management, L.L.C.
|
DE
|
Horizon Bay Realty, L.L.C.
|
DE
|
Innovative Senior Care Home Health of Alabama, LLC
|
DE
|
Innovative Senior Care Home Health of Albuquerque, LLC
|
DE
|
Innovative Senior Care Home Health of Boston, LLC
|
DE
|
Innovative Senior Care Home Health of Charlotte, LLC
|
DE
|
Innovative Senior Care Home Health of Chicago, LLC
|
DE
|
Innovative Senior Care Home Health of Detroit, LLC
|
DE
|
Innovative Senior Care Home Health of Durham, LLC
|
DE
|
Innovative Senior Care Home Health of Edmond, LLC
|
DE
|
Innovative Senior Care Home Health of Fort Walton Beach, LLC
|
DE
|
Innovative Senior Care Home Health of Hartford, LLC
|
DE
|
Innovative Senior Care Home Health of High Point, LLC
|
DE
|
Innovative Senior Care Home Health of Holland, LLC
|
DE
|
Innovative Senior Care Home Health of Houston, LLC
|
DE
|
Innovative Senior Care Home Health of Indianapolis, LLC
|
DE
|
Innovative Senior Care Home Health of Kansas, LLC
|
DE
|
Innovative Senior Care Home Health of Los Angeles, LLC
|
DE
|
Innovative Senior Care Home Health of Minneapolis, LLC
|
DE
|
Innovative Senior Care Home Health of Nashville, LLC
|
DE
|
Innovative Senior Care Home Health of Ocala, LLC
|
DE
|
Innovative Senior Care Home Health of Ohio, LLC
|
DE
|
Innovative Senior Care Home Health of Philadelphia, LLC
|
DE
|
Innovative Senior Care Home Health of Portland, LLC
|
DE
|
Innovative Senior Care Home Health of Rhode Island, LLC
|
DE
|
Innovative Senior Care Home Health of Richmond, LLC
|
DE
|
Innovative Senior Care Home Health of San Antonio, LLC
|
DE
|
Innovative Senior Care Home Health of San Jose, LLC
|
DE
|
Innovative Senior Care Home Health of Seattle, LLC
|
DE
|
Innovative Senior Care Home Health of St Louis, LLC
|
DE
|
Innovative Senior Care Home Health of Tampa, LLC
|
DE
|
Innovative Senior Care Home Health of Tulsa, LLC
|
DE
|
Innovative Senior Care of New Jersey, LLC
|
DE
|
Innovative Senior Care Rehabilitation Agency of Los Angeles, LLC
|
DE
|
Integrated Living Communities of Milledgeville, L.L.C.
|
DE
|
Integrated Living Communities of Sarasota, L.L.C.
|
DE
|
Integrated Living Communities of West Palm Beach, L.L.C.
|
DE
|
Integrated Management-Carrington Pointe, L.L.C.
|
DE
|
Ithaca Sterling Cottage Operator, Inc.
|
NY
|
KG Missouri-CC Owner, LLC
|
DE
|
KGC Operator, Inc.
|
DE
|
KGC Shoreline Operator, Inc.
|
DE
|
Kingsley Oaks Investors LLC
|
DE
|
LaBarc, LP
|
TN
|
Lake Seminole Square Management Company, Inc.
|
TN
|
Lake Seminole Square, LLC
|
DE
|
LH Assisted Living, LLC
|
CT
|
Memorial Oaks Investors LLC
|
DE
|
Meriweg-Fairport, LLC
|
DE
|
Meriweg-Fayetteville, LLC
|
DE
|
Meriweg-Latham, LLC
|
DE
|
Meriweg-Liverpool, LLC
|
DE
|
Meriweg-Rochester, LLC
|
DE
|
Meriweg-Syracuse, LLC
|
DE
|
Meriweg-Vestal, LLC
|
DE
|
Meriweg-Williamsville BM, LLC
|
DE
|
Meriweg-Williamsville BPM, LLC
|
DE
|
National Orion Insurance Company
|
HI
|
NecaniMember LLC
|
DE
|
Niagara Nash Road, LLC
|
NY
|
Niles Lifestyle Gen-Par, L.L.C.
|
DE
|
Niles Lifestyle Limited Partnership
|
IL
|
NOC Therapy, Inc.
|
FL
|
Northwest Oaks Investors LLC
|
DE
|
Nurse on Call of Arizona, Inc.
|
DE
|
Nurse on Call of Dallas, Inc.
|
DE
|
Nurse on Call of Houston, Inc.
|
DE
|
Nurse on Call of San Antonio, Inc.
|
DE
|
Nurse on Call of Texas, Inc.
|
DE
|
Nurse on Call, Inc.
|
DE
|
Nurse-on-Call Home Care, Inc.
|
FL
|
Nurse-on-Call of Broward, Inc.
|
FL
|
Nurse-on-Call of South Florida, Inc.
|
FL
|
Olympia Fields Senior Housing, L.L.C.
|
DE
|
Palm Coast Health Care, Inc.
|
FL
|
Park Place Investments of Kentucky, LLC
|
CO
|
Park Place Investments, LLC
|
KY
|
Peaks Home Health, L.L.C.
|
DE
|
PHNTUS Arbor Gardens Inc.
|
CA
|
PHNTUS Austin Gardens Inc.
|
CA
|
PHNTUS Beckett Meadows LLC
|
DE
|
PHNTUS Canterbury Woods LLC
|
DE
|
PHNTUS Charleston Gardens LLC
|
DE
|
PHNTUS Creekside LLC
|
DE
|
PHNTUS Heritage Hills LLC
|
DE
|
PHNTUS KP Sheveport LLC
|
DE
|
PHNTUS Lakes LLC
|
DE
|
PHNTUS LO Cape May LLC
|
DE
|
PHNTUS LO Folsom Inc.
|
CA
|
PHNTUS LO Joliet LLC
|
DE
|
PHNTUS LO Joliet SCU LLC
|
DE
|
PHNTUS LO Rockford LLC
|
DE
|
PHNTUS Oak Hollow LLC
|
DE
|
PHNTUS Pine Meadow LLC
|
DE
|
PHNTUS Pinehurst LLC
|
DE
|
PHNTUS Pines At Goldsboro LLC
|
DE
|
PHNTUS Quail Ridge LLC
|
DE
|
PHNTUS Richland Gardens LLC
|
DE
|
PHNTUS Silverleaf Manor LLC
|
DE
|
PHNTUS Stonebridge LLC
|
DE
|
Plaza Professional Pharmacy, Inc.
|
VA
|
Pomacy Corporation
|
DE
|
Prosperity Gen-Par, Inc.
|
DE
|
Reynolda Park, LP
|
NC
|
Ridgeland Assisted Living, LLC
|
WA
|
Robin Run Garden Homes, LLC
|
DE
|
Roswell Therapy Services LLC
|
DE
|
SALI Acquisition 1 A/GP, LLC
|
NC
|
SALI Acquisition 1 A/LP, LLC
|
NC
|
SALI Acquisition III/GP, LLC
|
NC
|
SALI Acquisition III/LP, LLC
|
NC
|
SALI Assets, LLC
|
NC
|
SALI Management Advisors, LLC
|
NC
|
SALI Management Services I, LLC
|
NC
|
SALI Management Services II, LLC
|
NC
|
SALI Management Services III, LLC
|
NC
|
SALI Martinsville, LLC
|
NC
|
SALI Monroe Square, LLC
|
NC
|
SALI Tenant, LLC
|
NC
|
SALI Williamsburg, LLC
|
NC
|
Salisbury Gardens, LLC
|
NC
|
Senior Lifestyle East Bay Limited Partnership
|
DE
|
Senior Lifestyle Emerald Bay Limited Partnership
|
DE
|
Senior Lifestyle Heritage, L.L.C.
|
DE
|
Senior Lifestyle Newport Limited Partnership
|
DE
|
Senior Lifestyle North Bay Limited Partnership
|
DE
|
Senior Lifestyle Pinecrest Limited Partnership
|
DE
|
Senior Lifestyle Prosperity Limited Partnership
|
DE
|
Senior Lifestyle Sakonnet Bay Limited Partnership
|
DE
|
Senior Living Properties, LLC
|
DE
|
Senior Service Insurance, LTD
|
|
S-H OpCo Arlington, LLC
|
DE
|
S-H OpCo Bear Creek, LLC
|
DE
|
S-H OpCo Buford, LLC
|
DE
|
S-H OpCo Burr Ridge, LLC
|
DE
|
S-H OpCo Camarillo, LLC
|
DE
|
S-H OpCo Carlsbad, LLC
|
DE
|
S-H OpCo Carmel Valley, LLC
|
DE
|
S-H OpCo Cherry Hill (MA), LLC
|
DE
|
S-H OpCo Cliff View, LLC
|
DE
|
S-H OpCo Cottage Village, LLC
|
DE
|
S-H OpCo Crown Pointe, LLC
|
DE
|
S-H OpCo Dartmouth Village, LLC
|
DE
|
S-H OpCo Deep Run, LLC
|
DE
|
S-H OpCo Eastover, LLC
|
DE
|
S-H OpCo Edgewood, LLC
|
DE
|
S-H OpCo Fox River, LLC
|
DE
|
S-H OpCo Gainesville, LLC
|
DE
|
S-H OpCo Hoffman Estates, LLC
|
DE
|
S-H OpCo Laguna Creek, LLC
|
DE
|
S-H OpCo Lincoln Heights, LLC
|
DE
|
S-H OpCo Main Street, LLC
|
DE
|
S-H OpCo Memphis, LLC
|
DE
|
S-H OpCo Northpark Place, LLC
|
DE
|
S-H OpCo Oakridge, LLC
|
DE
|
S-H OpCo Paramus, LLC
|
DE
|
S-H OpCo Peridot, LLC
|
DE
|
S-H OpCo Pikesville, LLC
|
DE
|
S-H OpCo Plaza on the River, LLC
|
DE
|
S-H OpCo Pleasant Hills, LLC
|
DE
|
S-H OpCo Preston, LLC
|
DE
|
S-H OpCo Prospect Heights, LLC
|
DE
|
S-H OpCo Quail Creek, LLC
|
DE
|
S-H OpCo Rancho Mirage, LLC
|
DE
|
S-H OpCo Salt Lake City, LLC
|
DE
|
S-H OpCo San Juan Capistrano, LLC
|
DE
|
S-H OpCo Spicewood Springs, LLC
|
DE
|
S-H OpCo Spring Creek Gardens, LLC
|
DE
|
S-H OpCo Spring Meadow Cottages, LLC
|
DE
|
S-H OpCo Spring Mountain, LLC
|
DE
|
S-H OpCo Spring Pointe, LLC
|
DE
|
S-H OpCo Spring Village, LLC
|
DE
|
S-H OpCo The Cottages, LLC
|
DE
|
S-H OpCo The Palms, LLC
|
DE
|
S-H OpCo The Springs, LLC
|
DE
|
S-H OpCo Towson, LLC
|
DE
|
S-H OpCo Village, LLC
|
DE
|
S-H OpCo Vinings, LLC
|
DE
|
S-H OpCo Vintage Park AL, LLC
|
DE
|
S-H OpCo Wilson Mountain, LLC
|
DE
|
S-H OpCo Woodbridge, LLC
|
DE
|
Silver Lake Assisted Living, LLC
|
WA
|
SLC East Bay, Inc.
|
DE
|
SLC Emerald Bay, Inc.
|
DE
|
SLC Newport, Inc.
|
DE
|
SLC North Bay, Inc.
|
DE
|
SLC Pinecrest, Inc.
|
DE
|
SLC Sakonnet Bay, Inc.
|
DE
|
South Bay Manor, L.L.C.
|
DE
|
Southern Assisted Living, LLC
|
NC
|
Springfield/Findlay Associates
|
OH
|
Statesville Manor on Peachtree ALZ, LLC
|
NC
|
Statesville Manor, LP
|
NC
|
Statesville Place, LLC
|
NC
|
Sugar Land Investors LLC
|
DE
|
Summerville 1 LLC
|
DE
|
Summerville 13 LLC
|
DE
|
Summerville 14 LLC
|
DE
|
Summerville 15 LLC
|
DE
|
Summerville 16 LLC
|
DE
|
Summerville 17 LLC
|
DE
|
Summerville 2 LLC
|
DE
|
Summerville 3 LLC
|
DE
|
Summerville 4 LLC
|
DE
|
Summerville 5 LLC
|
DE
|
Summerville 7 LLC
|
DE
|
Summerville 8 LLC
|
DE
|
Summerville 9 LLC
|
DE
|
Summerville at Atherton Court LLC
|
DE
|
Summerville at Barrington Court LLC
|
DE
|
Summerville at Camelot Place LLC
|
DE
|
Summerville at Carrollwood, LLC
|
DE
|
Summerville at Chestnut Hill LLC
|
DE
|
Summerville at Clearwater, LLC
|
DE
|
Summerville at Cobbco, Inc.
|
CA
|
Summerville at Cy-Fair Associates, L.P.
|
DE
|
Summerville at Cy-Fair, LLC
|
DE
|
Summerville at Fairwood Manor, LLC
|
DE
|
Summerville at Fox Run LLC
|
DE
|
Summerville at Friendswood Associates, L.P.
|
DE
|
Summerville at Friendswood, LLC
|
DE
|
Summerville at Gainesville, LLC
|
DE
|
Summerville at Golden Pond LLC
|
DE
|
Summerville at Harden Ranch, LLC
|
DE
|
Summerville at Hazel Creek LLC
|
DE
|
Summerville at Heritage Place, LLC
|
DE
|
Summerville at Hillen Vale LLC
|
DE
|
Summerville at Hillsborough, L.L.C.
|
NJ
|
Summerville at Irving Associates LP
|
DE
|
Summerville at Irving LLC
|
DE
|
Summerville at Kenner, L.L.C.
|
DE
|
Summerville at Lakeland, LLC
|
DE
|
Summerville at Lakeview LLC
|
DE
|
Summerville at Mandarin, LLC
|
DE
|
Summerville at Mentor, LLC
|
DE
|
Summerville at North Hills LLC
|
DE
|
Summerville at Oak Park LLC
|
DE
|
Summerville at Ocala East, LLC
|
DE
|
Summerville at Ocala West, LLC
|
DE
|
Summerville at Ocoee, Inc.
|
DE
|
Summerville at Outlook Manor LLC
|
DE
|
Summerville at Oviedo LLC
|
DE
|
Summerville at Port Orange, Inc.
|
DE
|
Summerville at Potomac LLC
|
DE
|
Summerville at Prince William, Inc.
|
DE
|
Summerville at Ridgewood Gardens LLC
|
DE
|
Summerville at Roseville Gardens LLC
|
DE
|
Summerville at St. Augustine, LLC
|
DE
|
Summerville at Stafford, LLC
|
NJ
|
Summerville at Voorhees, LLC
|
NJ
|
Summerville at Wekiwa Springs LLC
|
DE
|
Summerville at Westminister, LLC
|
MD
|
Summerville Investors LLC
|
DE
|
Summerville Management, LLC
|
DE
|
Summerville Senior Living, Inc.
|
DE
|
SW Assisted Living, LLC
|
DE
|
T Lakes LC
|
FL
|
Tanglewood Oaks Investors LLC
|
DE
|
Texas-ESC-Lubbock, L.P.
|
WA
|
The Estates of Oak Ridge LLC
|
DE
|
The Heritage Member Services Club, L.L.C.
|
AZ
|
The Inn at Grove City LLC
|
DE
|
The Inn at Medina LLC
|
DE
|
The Terrace at Lookout Pointe LLC
|
DE
|
Trinity Towers Limited Partnership
|
TN
|
Union Park LLC
|
NC
|
Unity Home Health Services, Inc.
|
FL
|
Village Oaks Farmers Branch Investors LLC
|
DE
|
Village Oaks Hollywood Park Investors LLC
|
DE
|
Weddington Park, LP
|
NC
|
West Bay Manor, L.L.C.
|
DE
|
Wovencare Systems, Inc.
|
WI
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 24, 2015
|
/s/ T. Andrew Smith
|
|
T. Andrew Smith
|
||
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Desi
g
ned such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 24, 2015
|
/s/ Mark W. Ohlendorf
|
|
Mark W. Ohlendorf
|
||
Chief Financial Officer
|
/s/ T. Andrew Smith
|
||
Name:
|
T. Andrew Smith
|
|
Title:
|
Chief Executive Officer
|
|
Date:
|
February 24, 2015
|
/s/ Mark W. Ohlendorf
|
||
Name:
|
Mark W. Ohlendorf
|
|
Title:
|
Chief Financial Officer
|
|
Date:
|
February 24, 2015
|