UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Brookdale Senior Living Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
37944Q 10 3
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(CUSIP Number)
Randal A. Nardone
Chief Operating Officer
c/o Fortress Investment Group LLC
1345 Avenue of the Americas
New York, New York 10105
(212) 798-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
July 25, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 2 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRIT Holdings LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -7,400,000-
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -7,400,000-
----------------------------------------------------
PERSON
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-7,400,000-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 3 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Registered Investment Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -9,102,708-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -9,102,708-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,102,708-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
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14 TYPE OF REPORTING PERSON (See Instructions)
IV
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* 7,400,000 shares solely in its capacity as the holder of all issued and
outstanding shares of beneficial interest of FRIT Holdings LLC
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 4 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Investment Fund LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
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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)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -9,102,708-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -9,102,708-*
-----------------------------------------------------
PERSON
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,102,708-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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* Solely in its capacity as the holder of all issued and outstanding shares of
beneficial interest of Fortress Registered Investment Trust.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 5 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Fund MM LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
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3 SEC USE ONLY
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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)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -9,102,708-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -9,102,708-*
-----------------------------------------------------
PERSON
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,102,708-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
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* Solely in its capacity as the managing member of Fortress Investment Fund LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 6 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIT-ALT Investor LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -13,228,000-
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -13,228,000-
-----------------------------------------------------
PERSON
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-13,228,000-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 7 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIT Holdings LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -33,228,000-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -33,228,000-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-33,228,000-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
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* 13,228,000 shares solely in its capacity as the holder of all issued and
outstanding shares of beneficial interest of FIT-ALT Investor LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 8 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Investment Trust II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
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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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -33,228,000-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -33,228,000-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-33,228,000-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IV
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* Solely in its capacity as the holder of all issued and outstanding shares of
beneficial ownership of FIT Holdings LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 9 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Investment Fund II LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -33,228,000-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -33,228,000-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-33,228,000-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the holder of a majority of the issued and
outstanding shares of beneficial interest of Fortress Investment Trust II.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 10 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Fund MM II LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -33,228,000-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -33,228,000-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-33,228,000-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the managing member of Fortress Investment
Fund II LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 11 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIC Coinvestment Fund LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
-------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -17,600,867-
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -17,600,867-
-----------------------------------------------------
PERSON
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-17,600,867-
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IV
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SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 12 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIG Advisors LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -18,427,159-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -18,427,159-*
-----------------------------------------------------
PERSON
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-18,427,159-
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA
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* 17,600,867 shares solely in its capacity as the investment advisor of RIC
Coinvestment Fund LP and 826,292 shares solely in its capacity as the investment
advisor of Fortress Brookdale Investment Fund LLC.
SCHEDULE 13D
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CUSIP No. 37944Q 10 3 Page 13 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Investment Group LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -61,007,867-*
-----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -61,007,867-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-61,007,867-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.3% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* 18,427,159 shares solely in its capacity as the holder of all of the issued
and outstanding shares of beneficial interest of FIG Advisors LLC; 9,102,708
shares solely in its capacity as the managing member of Fortress Fund MM LLC;
33,228,000 shares solely in its capacity as the managing member of Fortress Fund
MM II LLC; 125,000 shares solely in its capacity as the managing member of
Drawbridge Special Opportunities Advisors LLC; and 125,000 shares solely in its
capacity as the managing member of Drawbridge Global Macro Advisors LLC.
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 37944Q 10 3 Page 14 of 19 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortress Investment Holdings LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) | |
(b) | x |
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -61,007,867-*
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING -61,007,867-*
-----------------------------------------------------
PERSON
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-61,007,867-
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.3% (based on 102,834,548 shares of common stock outstanding as of
July 25, 2006)
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------------------------------------------------------------------------
* Solely in its capacity as the sole member of Fortress Investment Group LLC.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 13D.
Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement") relates to shares of
common stock, par value $0.01 per share ("Common Stock"), of Brookdale Senior
Living Inc., a Delaware corporation (the "Issuer"). The principal executive
officers of the Issuer are located at 330 North Wabash Avenue, Suite 1400,
Chicago, Illinois 60611.
Item 2. Identity and Background
(a), (b), (c) and (f). This Statement is being filed jointly by FRIT
Holdings LLC ("FRITH"), Fortress Registered Investment Trust ("FRIT"), Fortress
Investment Fund LLC ("FIF"), Fortress Fund MM LLC ("Fund MM"), FIT-ALT Investor
LLC ("FIT-ALT"), FIT Holdings LLC ("FITH"), Fortress Investment Trust II ("FIT
II"), Fortress Investment Fund II LLC ("FIF II"), Fortress Fund MM II LLC ("Fund
MM II"), RIC Coinvestment Fund LP ("RIC"), FIG Advisors LLC ("FIGA"), Fortress
Investment Group LLC ("FIG") and Fortress Investment Holdings LLC ("FIH"),
pursuant to a joint filing agreement attached hereto as Exhibit 1.1. FRIT, FIF,
Fund MM, FIT-ALT, FIT II, FIF II and Fund MM II, together with FIG and FIH, are
collectively referred to herein as the "Existing Reporting Persons." RIC,
together with FIGA, FIG and FIH, are collectively referred to herein as the "RIC
Reporting Persons." FRITH, FITH and Fortress Brookdale Investment Fund LLC
("FBIF"), together with FRIT, FIF, Fund MM, FIT II, FIF II Fund MM II, FIGA, FIG
and FIH are collectively referred to herein as the "June Transfer Reporting
Persons". The Existing Reporting Persons, the RIC Reporting Persons and the June
Transfer Reporting Persons are collectively referred to herein as the "Reporting
Persons."
The business address of each of the Reporting Persons is 1345 Avenue of
the Americas, 46th Floor, New York, New York 10105. The principal business of
each Reporting Person is real estate-related investments.
Set forth in Annex A attached hereto is a listing of the director and
executive officers of FIG, the directors and executive officers of FIF II and
Fund MM II, the directors of RIC, the managers and members of FRITH, FIF, FITH,
Fund MM, FIT-ALT, FIGA, and FIH, and the trustees and executive officers of FRIT
and FIT II (collectively, the "Covered Persons"), and the business address and
present principal occupation or employment of each of the Covered Persons, and
is incorporated herein by reference. Each of the Covered Persons is a United
States citizen.
(d) and (e). None of the Reporting Persons, or, to the best of their
knowledge, the Covered Persons has, during the past five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding a violation in respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required to purchase the shares of Common
Stock beneficially owned by the RIC Reporting Persons, as described in Item 5
below, was approximately $650.0 million. RIC obtained the funds to purchase the
shares of Common Stock reported in Item 5 below from its working capital.
Prior to the Issuer's formation in June 2005, the Existing Reporting
Persons were majority owners of each of the Issuer's predecessor entities. Prior
to the consummation of the Issuer's initial public offering on November 22,
2005, the Existing Reporting Persons and Fortress Brookdale Acquisition LLC
("FBA") acquired the beneficial ownership of 43,407,000 shares of the Issuer's
Common Stock in exchange for their ownership interests in the Issuer's
predecessor entities pursuant to a series of transactions that occurred on
September 30, 2005.
Item 4. Purpose of Transaction
The RIC Reporting Persons acquired the shares of Common Stock reported
in Item 5 below in connection with the closing of (i) the ARC Merger (as defined
below) and (ii) the Investment Agreement (as defined below). The Existing
Reporting Persons acquired the shares of Common Stock reported in Item 5 below
prior to the initial public offering of the Issuer's Common Stock. Following the
June Transfers (as defined below), the June Transfer Reporting Persons acquired
the beneficial ownership of certain of the shares of Common Stock previously
held by the Existing Reporting Persons. The Reporting Persons acquired all of
the shares of Common Stock reported in Item 5 below for investment purposes and
for purposes of influencing the business and affairs of the Issuer.
The Reporting Persons intend to continuously review their investment in
the Issuer, and may in the future determine to (i) dispose of all or a portion
of the securities of the Issuer owned by them from time to time in public or
private transactions, (ii) acquire additional securities of the Issuer, through
open market purchases, private agreements or otherwise, (iii) take any other
available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in the following
paragraph of this Item 4 or (iv) otherwise change their investment intent.
Notwithstanding anything contained herein to the contrary, the Reporting Persons
specifically reserve the right to change their intentions at any time with
respect to any or all of such matters, as they deem appropriate. In reaching any
decision as to their course of action (as well as to the specific elements
thereof), the Reporting Persons currently expect that they would take into
consideration a variety of factors, including, but not limited to the Issuer's
financial condition, business, operations and prospects, other developments
concerning the Issuer and the senior living business generally, other business
opportunities available to the Reporting Persons, other developments with
respect to the business of the Reporting Persons, general economic conditions
and money and stock market conditions, including the market price of the
securities of the Issuer, and other relevant factors.
Other than as described herein, none of the Reporting Persons has any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the Board
of Directors or management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any existing vacancies on the
Board of Directors of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
articles of incorporation, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to those enumerated above.
Shares Held By RIC Reporting Persons
------------------------------------
On May 12, 2006, the Issuer entered into an agreement and plan of
merger (the "ARC Merger Agreement") with Beta Merger Sub Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Issuer ("Merger Sub"), and
American Retirement Corporation, a Tennessee corporation ("ARC"), pursuant to
which Merger Sub was merged with and into ARC (the "ARC Merger") with ARC
continuing as the surviving corporation and as a wholly-owned subsidiary of the
Issuer. Pursuant to the ARC Merger Agreement, the Issuer agreed to purchase all
issued and outstanding shares of ARC common stock for $33.00 per share in cash,
and all shares issuable upon the exercise of outstanding stock options for the
excess, if any, of $33.00 over the applicable exercise price, for aggregate
consideration of approximately $1.2 billion in cash, subject to the terms and
conditions contained in the ARC Merger Agreement.
Also on May 12, 2006, in connection with the execution of the ARC
Merger Agreement, the Issuer entered into an Investment Agreement (the
"Investment Agreement") with RIC, pursuant to which RIC committed to purchase
from the Issuer, at the closing of the ARC Merger (the "ARC Closing"), up to
$1.3 billion in the aggregate of the Issuer's Common Stock at a price per share
of $36.93. Prior to the ARC Closing, in connection with a public offering of the
Issuer's equity securities and pursuant to the terms of the Investment
Agreement, the $1.3 billion aggregate commitment from RIC was reduced to $650.0
million. The purchase of the shares by RIC closed simultaneously with the ARC
Closing. This issuance of these securities was made pursuant to an exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended.
On May 25, 2006, in connection with the ARC Merger, the Issuer's board
of directors unanimously approved an amendment to its amended and restated
certificate of incorporation to increase the authorized number of directors from
not more than seven members to not more than eight members, in the event that
the Issuer decides to offer a current member of the board of directors of ARC or
some other qualified individual the opportunity to join its board of directors
after the consummation of the ARC Merger. As of the date of this Statement, the
Issuer has no arrangement with any individual to join its board of directors.
The Investment Agreement is filed hereto as Exhibit 1.2 and is
incorporated herein by reference, and any description thereof is qualified in
its entirety by reference thereto.
Shares Held By Existing Reporting Persons and June Transfer Reporting Persons
-----------------------------------------------------------------------------
In September 2005, the Issuer entered into a conveyance agreement with
certain equity holders of its predecessor entities, including certain of the
Existing Reporting Persons, pursuant to which the equity holders of these
entities received an aggregate of 58,000,000 shares of Common Stock in exchange
for all of their equity interests in these entities and became direct owners of
100% of the Issuer's Common Stock prior to its initial public offering. Pursuant
to the conveyance agreement, the Existing Reporting Persons acquired the
beneficial ownership of 43,407,000 shares of Common Stock, of which (i)
9,929,000 shares were held directly by FBA, (ii) 13,228,000 were held directly
by FIT-ALT, and (iii) 20,000,000 were held directly by FIT II.
On June 28, 2006, the following distributions and contributions of
Common Stock were made (together, the "June Transfers"): (i) FBA distributed all
of the shares of the Issuer's Common Stock beneficially owned by it to its two
members, FRIT, which received 9,102,708 shares, and FBIF, which received 826,292
shares; (ii) FRIT contributed 7,400,000 of the shares of Common Stock received
from FBA to FITH; and (iii) FIT II contributed the 20,000,000 shares of Common
Stock beneficially owned by it to FRITH. Following the June Transfers, the June
Transfer Reporting Persons beneficially owned 29,929,000 shares of Common Stock.
In connection with the closing of the initial public offering of the
Issuer, FIT-ALT, FBA, and FIT II entered into a Stockholders Agreement with
Health Partners, a Bermuda exempted partnership ("HP" and, together with
FIT-ALT, FBA, and FIT II, the "Stockholders"), dated as of November 28, 2005.
Upon the consummation of the June Transfers, the Issuer and each of FRIT, FBIF,
FRITH and FITH agreed that each of FRIT, FBIF, FRITH and FITH will be considered
a "Stockholder" and a "Fortress Stockholder" (as defined below) for purposes of
the Stockholders Agreement and will be bound by all of the restrictions and
obligations of the Stockholders Agreement. Upon consummation of the ARC Merger,
the Issuer, the Stockholders and RIC agreed that RIC will be considered a
"Stockholder" and a "Fortress Stockholder" for purposes of the Stockholders
Agreement and will be bound by all of the restrictions and obligations of the
Stockholders Agreement.
Pursuant to the Stockholders Agreement, the Issuer granted to the
Stockholders, for so long as such Stockholders collectively and beneficially own
an amount of the Issuer's Common Stock at least equal to 5% or more of the
shares issued and outstanding immediately after the consummation of its initial
public offering (a "Registrable Amount"), "demand" registration rights that
allow them at any time to request that the Issuer register under the Securities
Act of 1933, as amended, an amount equal to or greater than 5% of the Common
Stock outstanding on the date such demand is made. Each of the Stockholders is
entitled to an aggregate of two demand registrations. The Issuer is not required
to maintain the effectiveness of the registration statement for more than 60
days. The Issuer is also not required to effect any demand registration within
six months of a "firm commitment" underwritten offering to which the requestor
held "piggyback" rights and which included at least 50% of the securities
requested by the requestor to be included. The Issuer is not obligated to grant
a request for a demand registration within four months of any other demand
registration, and may refuse a request for demand registration if in its
reasonable judgment, it is not feasible for the Issuer to proceed with the
registration because of the unavailability of audited financial statements.
The Issuer granted the Stockholders "piggyback" registration rights
that allow them to include the shares of Common Stock that they own in any
public offering of equity securities initiated by the Issuer (other than those
public offerings pursuant to registration statements on Forms S-4 or S-8) or by
any of the Issuer's other stockholders that have registration rights. The
"piggyback" registration rights of these stockholders are subject to
proportional cutbacks based on the manner of the offering and the identity of
the party initiating such offering.
The Issuer granted the Stockholders, for so long as each beneficially
owns a Registrable Amount, the right to request a shelf registration on Form S-3
providing for an offering of the shares of Common Stock owned by such
Stockholders to be made on a continuous basis, subject to a time limit on the
Issuer's efforts to keep the shelf registration statement continuously effective
and the Issuer's right to suspend the use of the shelf registration prospectus
for a reasonable period of time (not exceeding 60 days in succession or 90 days
in the aggregate in any 12 month period) if the Issuer determines that certain
disclosures required by the shelf registration statement would be detrimental to
it or its stockholders. In addition, each Stockholder that has not made a
request for a shelf registration may elect to participate in such shelf
registration within ten days after notice of the registration is received.
The Issuer agreed to indemnify each of the Stockholders against any
losses or damages resulting from any untrue statement or omission of material
fact in any registration statement or prospectus pursuant to which they sell
shares of the Issuer's Common Stock, unless such liability arose from such
stockholder's misstatement or omission, and each such stockholder has agreed to
indemnify the Issuer against all losses caused by its misstatements or
omissions. The Issuer will pay all expenses incident to its performance under
the Stockholders Agreement, and the Stockholders will pay their respective
portions of all underwriting discounts, commissions and transfer taxes relating
to the sale of their shares under the Stockholders Agreement.
The Stockholders Agreement is filed hereto as Exhibit 1.3 and is
incorporated herein by reference, and any description thereof is qualified in
its entirety by reference thereto.
Except as set forth above, each Reporting Person has no present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b). For the reasons set forth below, each of FRIT, FIF, Fund
MM, FIG and FIH may be deemed to beneficially own the 7,400,000 shares held
directly by FRITH and each of FIF, Fund MM, FIG and FIH may be deemed to
beneficially own the 1,702,708 shares held directly by FRIT. Each of FIF, Fund
MM, FIG and FIH does not directly own any securities of the Issuer. However, (i)
FRIT has the ability to direct the management of FRITH's business and affairs as
the holder of all of the issued and outstanding shares of beneficial interest of
FRITH; (ii) FIF has the ability to direct the management of FRIT's business and
affairs as the holder of all issued and outstanding shares of beneficial
interest of FRIT; (iii) Fund MM has the ability to direct the management of
FIF's business and affairs as the managing member of FIF; (iv) FIG has the
ability to direct the management of Fund MM's business and affairs as the
managing member of Fund MM; and (v) FIH has the ability to direct the management
of FIG's business and affairs as the sole member of FIG.
For the reasons set forth below, each of FITH, FIT II, FIF II, Fund MM
II, FIG and FIH may be deemed to beneficially own the 13,228,000 shares held
directly by FIT-ALT and each of FIT II, FIF II, Fund MM II, FIG and FIH may be
deemed to beneficially own the 20,000,000 shares held directly by FITH. Each of
FIF II, Fund MM II, FIG and FIH does not directly own any securities of the
Issuer. However, (i) FITH has the ability to direct the management of FIT-ALT's
business and affairs as the holder of all issued and outstanding shares of FITH;
(ii) FIT II has the ability to direct the management of FITH's business and
affairs as the holder of all issued and outstanding shares of beneficial
interest of FITH; (iii) FIF II has the ability to direct the management of FIT
II's business and affairs as the holder of a majority of the issued and
outstanding shares of beneficial interest of FIT II; (iv) Fund MM II has the
ability to direct the management of FIF II's business and affairs as the
managing member of FIF II; (v) FIG has the ability to direct the management of
Fund MM II's business and affairs as the managing member of Fund MM II; and (vi)
FIH has the ability to direct the management of FIG's business and affairs as
the sole member of FIG.
For the reasons set forth below, each of FIGA, FIG, and FIH may be
deemed to beneficially own the 17,600,867 shares held directly by RIC (the
"Reported Shares"). Each of FIGA, FIG, and FIH does not directly own any
securities of the Issuer. However, (i) FIGA has the ability to direct the
management of RIC's business and affairs as the investment advisor of RIC; (ii)
FIG has the ability to direct the management of FIGA's business and affairs as
the holder of all issued and outstanding shares of beneficial interest of FIGA;
and (iii) FIH has the ability to direct the management of FIG's business and
affairs as the sole member of FIG.
As a result of the acquisition of the Reported Shares, FIG and FIH,
through their beneficial ownership of 61,007,867 shares, collectively control
approximately 59.3% of the outstanding voting capital stock of the Issuer.
Wesley R. Edens, one of the Covered Persons, directly owns 49,200 shares of the
Issuer's Common Stock. The Reporting Persons have been advised that each of the
Covered Persons disclaims beneficial ownership of the shares of the Issuer's
Common Stock from time to time owned directly or otherwise beneficially by such
Reporting Persons.
(c) See Item 4 above.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 4 above. Except as set forth in the Stockholders Agreement,
the Credit Agreements (as defined below) or as set forth herein, neither any of
the Reporting Persons nor, to the best of such Reporting Persons' knowledge, any
of the Covered Persons, has any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Stockholders Agreement
----------------------
Pursuant to the Stockholders Agreement, each of FRITH, FITH, FRIT,
FBIF, FIT-ALT and their respective affiliates and permitted transferees
(collectively, the "Fortress Stockholders") and HP and its affiliates and
permitted transferees (collectively, the "HP Stockholders") agreed to vote or
cause to be voted all of the Common Stock beneficially owned by each and to take
all other reasonably necessary action so as to elect to the Issuer's board of
directors the following:
o so long as the Fortress Stockholders beneficially own (i) more than
50% of the voting power of the Issuer, four directors designated by
FIGA, or such other party designated by Fortress; (ii) between 25%
and 50% of the voting power of the Issuer, three directors designated
by FIGA; (iii) between 10% and 25% of the voting power of the Issuer,
two directors designated by FIGA; and (iv) between 5% and 10% of the
voting power of the Issuer, one director designated by FIGA; and
o so long as the HP Stockholders beneficially own more than 5% of the
voting power of the Company, one director designated by HP.
Upon consummation of the ARC Merger, the Issuer increased the number of
directors that the Fortress Stockholders are entitled to designate under the
Stockholders Agreement from four (of seven) to five (of eight), provided that
the Fortress Stockholders continue to beneficially own more than 50% of the
voting power of the Company.
The Reporting Persons disclaim membership of a "group" with HP and
disclaim beneficial ownership of the shares of Common Stock beneficially owned
by HP. As of July 25, 2006, HP beneficially owned 3,444,626 shares of Common
Stock, or approximately 3.4% of the outstanding capital stock of the Issuer.
Credit Agreements
-----------------
On June 28, 2006, FRITH and FITH (the "Borrowers") entered into
separate credit agreements (the "Credit Agreements") with Deutsche Bank AG,
London Branch ("Deutsche Bank"), as Administrative Agent and sole lender.
Pursuant to the Credit Agreements, the Borrowers received an aggregate
commitment of approximately $1.43 billion from Deutsche Bank, and this amount
has been secured by, among other things, a pledge by the Borrowers and FIT-ALT
of a total of 40,628,000 shares of Common Stock. The 40,628,000 shares of Common
Stock represent approximately 39.5% of the Issuer's issued and outstanding
Common Stock as of the date of this Statement.
The Credit Agreements contain customary default provisions and also
require prepayment or cash collateralization of a portion of the borrowings by
the Borrowers in the event the trading price of the Common Stock decreases below
certain specified levels. In the event of a default under the Credit Agreements
by the Borrowers, Deutsche Bank may foreclose upon any and all shares of Common
Stock pledged to it. The Borrowers have agreed in the Credit Agreements that if
a shelf registration statement is not effective and usable for resales of any
portion of the pledged Common Stock by Deutsche Bank (in the event of
foreclosure) as of June 9, 2007, the applicable Borrower will prepay a related
portion of the borrowings. The Borrowers have also agreed in the Credit
Agreements that if RIC or any of its affiliates sells any shares of Common Stock
received by it pursuant to the Investment Agreement, the Borrowers will prepay
or cash-collateralize a related portion of the borrowings.
The Issuer is not a party to the Credit Agreements and has no
obligations thereunder.
Except as provided in the Stockholders Agreement, the Credit Agreements
or as set forth herein, neither any of the Reporting Persons nor, to the best of
such Reporting Persons' knowledge, any of the Covered Persons has any contracts,
arrangements, understandings or relationships (legal or otherwise), with any
person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit Description
------- -----------
1.1 Joint Filing Agreement, dated July 25, 2006, by and between
FRIT Holdings LLC, Fortress Registered Investment Trust,
Fortress Investment Fund LLC, Fortress Fund MM LLC, FIT-ALT
Investor LLC, FIT Holdings LLC, Fortress Investment Trust
II, Fortress Investment Fund II LLC, Fortress Fund MM II
LLC, RIC Coinvestment Fund LP, FIG Advisors LLC, Fortress
Investment Group LLC and Fortress Investment Holdings LLC.
1.2 Investment Agreement, dated May 12, 2006, by and between
Brookdale Senior Living Inc. and RIC Coinvestment Fund LP.
1.3 Stockholders Agreement, dated November 28, 2005, by and
among Brookdale Senior Living Inc., FIT-ALT Investor LLC,
Fortress Brookdale Acquisition LLC, Fortress Investment
Trust II, and Health Partners.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FRIT HOLDINGS LLC
By: Fortress Registered Investment Trust,
a Delaware business trust, as Managing Member
By: /s/ Randal A. Nardone
-------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS REGISTERED INVESTMENT TRUST
By: /s/ Randal A. Nardone
---------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS INVESTMENT FUND LLC
By: Fortress Fund MM LLC, a Delaware limited
liability company, as Managing Member
By: /s/ Randal A. Nardone
---------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS FUND MM LLC
By: /s/ Randal A. Nardone
---------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FIT-ALT INVESTOR LLC
By: /s/ Randal A. Nardone
---------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FIT HOLDINGS LLC
By: Fortress Investment Trust II, as Managing
Member
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS INVESTMENT TRUST II
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS INVESTMENT FUND II LLC
By: Fortress Fund MM II LLC, as Managing Member
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS FUND MM II LLC
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
RIC COINVESTMENT FUND LP
By: RIC Coinvestment GP LLC, its general partner
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FIG ADVISORS LLC
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer of Fortress
Investment Group LLC, managing member of
FIG Advisors LLC
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS INVESTMENT GROUP LLC
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Chief Operating Officer
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 1, 2006
FORTRESS INVESTMENT HOLDINGS LLC
By: /s/ Randal A. Nardone
----------------------------------------------
Randal A. Nardone
its Manager
ANNEX A
DIRECTOR AND EXECUTIVE OFFICERS OF FORTRESS INVESTMENT GROUP LLC
The name and principal occupation of the director and each of the executive
officers of Fortress Investment Group LLC, the holder of all issued and
outstanding shares of beneficial interest of FIG Advisors LLC, the managing
member of Fortress Fund MM LLC, the managing member of Fortress Fund MM II LLC,
the managing member of Drawbridge Special Opportunities Advisors LLC and the
managing member of Drawbridge Global Macro Advisors LLC, are listed below. The
principal business address of each of the directors and executive officers of
Fortress Investment Group LLC is 1345 Avenue of the Americas, 46th Floor, New
York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and Fortress
Investment Holdings
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Peter L. Briger Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Michael E. Novogratz Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Daniel Bass Chief Financial Officer of Fortress Investment
Group LLC and Fortress Investment Holdings LLC
------------------------------- -----------------------------------------------
EXECUTIVE OFFICERS OF FORTRESS INVESTMENT FUND II LLC
The name and principal occupation of each of the executive officers of Fortress
Investment Fund II LLC, the holder of a majority of the issued and outstanding
shares of beneficial interest of Fortress Investment Trust II, are listed below.
The principal business address of each of the directors and executive officers
of Fortress Investment Fund II LLC is 1345 Avenue of the Americas, 46th Floor,
New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and Fortress
Investment Holdings
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
EXECUTIVE OFFICERS OF FORTRESS FUND MM II LLC
The name and principal occupation of each of the executive officers of Fortress
Fund MM II LLC, the managing member of Fortress Investment Fund II LLC, are
listed below. The principal business address of each of the directors and
executive officers of Fortress Fund MM II LLC is 1345 Avenue of the Americas,
46th Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and Fortress
Investment Holdings
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress Investment
Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
DIRECTORS OF RIC COINVESTMENT FUND LP
The name and principal occupation of each of the directors of RIC Coinvestment
Fund LP are listed below.
---------------------- ---------------------------------------- -------------------------------
NAME PRINCIPAL OCCUPATION PRINCIPLE BUSINESS ADDRESS
---------------------- ---------------------------------------- -------------------------------
Dennis Porterfield Self-employed 321 Race Track Road
Ho-Ho-Kus, NJ 07423
---------------------- ---------------------------------------- -------------------------------
John Sites Partner, Daystar Partners Daystar Partners
411 Theodore Fremd Avenue
Suite 100
Rye, NY 10580
---------------------- ---------------------------------------- -------------------------------
Wesley R. Edens Chairman and Member of Management Fortress Investment Group LLC
Committee of Fortress Investment Group 1345 Avenue of the Americas,
LLC and Fortress Investment Holdings 46th Floor
LLC New York, NY 10105
---------------------- ---------------------------------------- -------------------------------
MANAGERS AND MEMBERS OF FORTRESS INVESTMENT FUND LLC
The name and principal occupation of each of the managers and members of
Fortress Investment Fund LLC, the holder of all of the issued and outstanding
shares of beneficial interest of Fortress Registered Investment Trust, are
listed below. The principal business address of each of the managers and members
officers of Fortress Investment Fund LLC is 1345 Avenue of the Americas, 46th
Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Peter L. Briger Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Michael E. Novogratz Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Daniel Bass Chief Financial Officer of Fortress
Investment Group
------------------------------- -----------------------------------------------
EXECUTIVE OFFICERS OF FIT HOLDINGS LLC
The name and principal occupation of each of the executive officers of FIT
Holdings LLC, the managing member of FIT-ALT Investors LLC, are listed below.
The principal business address of each of the managers and members officers of
FIT Holdings LLC is 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
EXECUTIVE OFFICERS OF FRIT HOLDINGS LLC
The name and principal occupation of each of the executive officers of FRIT
Holdings LLC are listed below. The principal business address of each of the
managers and members officers of FRIT Holdings LLC is 1345 Avenue of the
Americas, 46th Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
MANAGERS AND MEMBERS OF FORTRESS FUND MM LLC
The name and principal occupation of each of the managers and members of
Fortress Fund MM LLC, the managing member of Fortress Investment Fund LLC, are
listed below. The principal business address of each of the managers and members
officers of Fortress Fund MM LLC is 1345 Avenue of the Americas, 46th Floor, New
York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and
Fortress Investment Holdings LLC
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
EXECUTIVE OFFICERS OF FIT-ALT INVESTOR LLC
The name and principal occupation of each of the executive officers of FIT-ALT
Investor LLC are listed below. The principal business address of each of the
managers and members officers of FIT-ALT Investor LLC is 1345 Avenue of the
Americas, 46th Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and
Fortress Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
William Doniger Managing Director of Fortress Investment
Group LLC
------------------------------- -----------------------------------------------
MANAGERS AND MEMBERS OF FIG ADVISORS LLC
The name and principal occupation of each of the managers and members of FIG
Advisors LLC, the investment advisor of RIC Coinvestment Fund LP and Fortress
Brookdale Investment Fund LLC, are listed below. The principal business address
of each of the managers and members officers of FIG Advisors LLC is 1345 Avenue
of the Americas, 46th Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and
Fortress Investment Holdings LLC
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
MANAGERS AND MEMBERS OF FORTRESS INVESTMENT HOLDINGS LLC
The name and principal occupation of each of the members and managers of
Fortress Investment Holdings LLC, the managing member of Fortress Investment
Group LLC, are listed below. The principal business address of each of the
members and managers of Fortress Investment Holdings LLC is 1345 Avenue of the
Americas, 46th Floor, New York, NY 10105.
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of Management Committee of
Fortress Investment Group LLC and
Fortress Investment Holdings
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Peter L. Briger Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Michael E. Novogratz Member of Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
TRUSTEES AND EXECUTIVE OFFICERS OF FORTRESS REGISTERED INVESTMENT TRUST
The name and principal occupation of each of the trustees and executive officers
of Fortress Registered Investment Trust are listed below. The principal business
address of each of the executive officers of Fortress Registered Investment
Trust is 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
Trustees
---------------------------- ---------------------------------------- --------------------------------
NAME PRINCIPAL OCCUPATION PRINCIPLE BUSINESS ADDRESS
---------------------------- ---------------------------------------- --------------------------------
Carmen Gigliotti Senior Portfolio Manager, DuPont DuPont Pension Fund
Pension Fund Investment Investment
One Righter Pkwy Suite
3200
Wilmington, DE 19803
---------------------------- ---------------------------------------- --------------------------------
John Deterding Owner, Deterding Associates Deterding Associates
107 North
Waterview
Richardson, TX 75080
---------------------------- ---------------------------------------- --------------------------------
Robert H. Gidel Managing Director, Liberty Partners, Liberty Partners,
L.P. L.P.
3001 North Rocky Point Drive
East - Suite
200
Tampa, Fl 33607
---------------------------- ---------------------------------------- --------------------------------
Marcia Haydel Portfolio Manager, General Motors General Motors Investment
Investment Management Corporation Management Corporation
767 Fifth Avenue
New York, NY 10153
---------------------------- ---------------------------------------- --------------------------------
Dennis Porterfield Self-employed 321 Race Track Road
Ho-Ho-Kus, NJ 07423
---------------------------- ---------------------------------------- --------------------------------
Gary Holt Investment Officer, Washington State Washington State Investment
Investment Board Board
2100 Evergreen Park Drive SW
Olympia, WA 98504
---------------------------- ---------------------------------------- --------------------------------
John Sites Partner, Daystar Partners Daystar Partners
411 Theodore Fremd Avenue
Suite 100
Rye, NY 10580
---------------------------- ---------------------------------------- --------------------------------
Mark Barnard Director - Private Investments, Howard Howard Hughes Medical Institute
Hughes Medical Institute 4000 Jones Bridge Road
Chevy Chase, MD 20815-6789
---------------------------- ---------------------------------------- --------------------------------
Wesley R. Edens Chairman and Member of Management Fortress Investment Group LLC
Committee of Fortress Investment Group 1345 Avenue of the Americas,
LLC and Fortress Investment Holdings 46th Floor
LLC New York, NY 10105
---------------------------- ---------------------------------------- --------------------------------
Executive Officers
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of the Management Committee
of Fortress Investment Group LLC and
Fortress Investment Holdings LLC
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of the Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of the Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
Allison Thrush Managing Director of Fortress Investment
Group LLC
------------------------------- -----------------------------------------------
TRUSTEES AND EXECUTIVE OFFICERS OF FORTRESS INVESTMENT TRUST II
The name and principal occupation of each of the trustees and executive officers
of Fortress Investment Trust II are listed below. The principal business address
of each of the executive officers of Fortress Investment Trust II is 1345 Avenue
of the Americas, 46th Floor, New York, NY 10105.
Trustees
---------------------- ---------------------------------------- ------------------------------
NAME PRINCIPAL OCCUPATION PRINCIPLE BUSINESS ADDRESS
---------------------- ---------------------------------------- ------------------------------
Carmen Gigliotti Senior Portfolio Manager, DuPont DuPont Pension Fund
Pension Fund Investment Investment
One Righter Pkwy Suite
3200
Wilmington, DE 19803
---------------------- ---------------------------------------- ------------------------------
John Deterding Owner, Deterding Associates Deterding Associates
107 North
Waterview
Richardson, TX 75080
---------------------- ---------------------------------------- ------------------------------
Robert H. Gidel Managing Director, Liberty Partners, Liberty Partners,
L.P. L.P.
3001 North Rocky Point Drive
East - Suite
200
Tampa, Fl 33607
---------------------- ---------------------------------------- ------------------------------
Executive Officers
------------------------------- -----------------------------------------------
NAME PRINCIPAL OCCUPATION
------------------------------- -----------------------------------------------
Wesley R. Edens Chairman and Member of the Management Committee
of Fortress Investment Group LLC and
Fortress Investment Holdings LLC
------------------------------- -----------------------------------------------
Robert I. Kauffman Member of the Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Randal A. Nardone Member of the Management Committee of Fortress
Investment Group LLC and Fortress
Investment Holdings LLC
------------------------------- -----------------------------------------------
Jeffrey R. Rosenthal Chief Financial Officer of Fortress Investment
Group's Private Equity Funds
------------------------------- -----------------------------------------------
Allison Thrush Managing Director of Fortress Investment
Group LLC
------------------------------- -----------------------------------------------