Brookdale Senior Living Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
37944Q 10 3
|
(CUSIP Number)
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
c/o Fortress Investment Group LLC
|
1345 Avenue of the Americas
|
New York, New York 10105
|
(212) 798-6100
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
June 2, 2014
|
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 37944Q 10 3
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Page 2 of 13 Pages
|
||
1
|
NAME OF REPORTING PERSONS
FIG LLC*
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) | |
(b) | |
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER*
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 37944Q 10 3
|
Page 3 of 13 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Fortress Operating Entity I LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) | |
(b) | |
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER*
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 37944Q 10 3
|
Page 4 of 13 Pages
|
|
1
|
NAME OF REPORTING PERSONS
FIG Corp.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) | |
(b) | |
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-*
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 37944Q 10 3
|
Page 5 of 13 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Fortress Investment Group LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) | |
(b) | |
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-*
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 37944Q 10 3
|
Page 6 of 13 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Wesley R. Edens
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) | |
(b) | |
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 37944Q 10 3
|
Page 7 of 13 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Randal A. Nardone
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) | |
(b) | |
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Item 2.
|
Identity and Background
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit
|
Description
|
99.1
|
Joint Filing Agreement, dated November 12, 2010, by and among Fortress RIC Coinvestment Fund LP, FIG LLC, Fortress Operating Entity I LP, FIG Corp., Fortress Investment Group LLC, Wesley R. Edens and Randal A. Nardone. (Incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by the afore-referenced persons on November 12, 2010).
|
99.2
|
Letter Agreement, dated February 20, 2014, by and among Brookdale Senior Living Inc., FIG LLC and the other signatories thereto. (Incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by the afore-referenced persons on February 21, 2014).
|
FIG LLC
|
||||
By:
|
/s/ David N. Brooks
|
|||
David N. Brooks
|
||||
its Secretary, Vice-President and General Counsel
|
FORTRESS OPERATING ENTITY I LP
|
||||
By:
|
FIG Corp., as General Partner
|
|||
By:
|
/s/ David N. Brooks
|
|||
David N. Brooks
|
||||
its Secretary, Vice-President and General Counsel
|
FIG CORP.
|
||||
By:
|
/s/ David N. Brooks
|
|||
David N. Brooks
|
||||
its Secretary, Vice-President and General Counsel
|
FORTRESS INVESTMENT GROUP LLC
|
||||
By:
|
/s/ David N. Brooks
|
|||
David N. Brooks
|
||||
its Secretary, Vice-President and General Counsel
|
By:
|
/s/ Wesley R. Edens
|
|||
Wesley R. Edens
|
By:
|
/s/ Randal A. Nardone
|
|||
Randal A. Nardone
|
NAME
|
PRINCIPAL OCCUPATION
|
|
Wesley R. Edens
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Peter L. Briger, Jr.
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Randal A. Nardone
|
Chief Executive Officer, Director and Principal of Fortress Investment Group LLC
|
|
Michael E. Novogratz
|
Principal and Director of Fortress Investment Group LLC
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer of Fortress Investment Group LLC
|
|
David Brooks
|
Secretary, Vice President and General Counsel of Fortress Investment Group LLC
|
|
Richard N. Haass
|
President of the Council on Foreign Relations. The Council on Foreign Relations' address is The Harold Pratt House, 58 East 68th Street, New York, NY 10021.
|
|
Douglas L. Jacobs
|
Director of Doral Financial Corporation. Doral Financial Corporation's address is 1451 Franklin D. Roosevelt Avenue, San Juan, Puerto Rico 00920-2717.
|
|
David B. Barry
|
President of Ironstate Development Company. Ironstate Development Company's address is 50 Washington Street, Hoboken, NJ 07030.
|
|
George W. Wellde, Jr.
|
Chairman of the Board of Trustees of the University of Richmond. The Board of Trustees' address is Maryland Hall, Suite 200, 28 Westhampton Way, University of Richmond, VA 23173
|
NAME
|
PRINCIPAL OCCUPATION
|
|
Wesley R. Edens
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Peter L. Briger, Jr.
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Randal A. Nardone
|
Chief Executive Officer, Director and Principal of Fortress Investment Group LLC
|
|
Michael E. Novogratz
|
Principal and Director of Fortress Investment Group LLC
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer of Fortress Investment Group LLC
|
|
David Brooks
|
Secretary, Vice President and General Counsel of Fortress Investment Group LLC
|
NAME
|
PRINCIPAL OCCUPATION
|
|
Wesley R. Edens
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Peter L. Briger, Jr.
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Randal A. Nardone
|
Chief Executive Officer, Director and Principal of Fortress Investment Group LLC
|
|
Michael E. Novogratz
|
Principal and Director of Fortress Investment Group LLC
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer of Fortress Investment Group LLC
|
|
David Brooks
|
Secretary, Vice President and General Counsel of Fortress Investment Group LLC
|
NAME
|
PRINCIPAL OCCUPATION
|
|
Wesley R. Edens
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Peter L. Briger, Jr.
|
Co-Chairman of the Board of Directors and Principal of Fortress Investment Group LLC
|
|
Randal A. Nardone
|
Chief Executive Officer, Director and Principal of Fortress Investment Group LLC
|
|
Michael E. Novogratz
|
Principal and Director of Fortress Investment Group LLC
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer of Fortress Investment Group LLC
|
|
David Brooks
|
Secretary, Vice President and General Counsel of Fortress Investment Group LLC
|