Brookdale Senior Living Inc.

Registration Form • Nov 9, 2017

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As filed with the Securities and Exchange Commission on November 9, 2017.

Registration No. 333-_

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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BROOKDALE SENIOR LIVING INC.

(Exact name of registrant as specified in its charter)

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Delaware	20-3068069
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
111 Westwood Place, Suite 400 Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip Code)

BROOKDALE SENIOR LIVING INC. 2014 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Chad C. White

Senior Vice President, General Counsel and Secretary

111 Westwood Place, Suite 400

Brentwood, Tennessee 37027

(Name and address of agent for service)

(615) 221-2250

(Telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $0.01 per share	8,000,000 shares	$9.41	$75,280,000	$9,373

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers additional shares of Common Stock that may become issuable under the above-named plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock.

(2) The offering price is estimated solely for the purpose of determining the amount of the registration fee. Such estimate has been calculated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act and is based upon the average of the high and low prices per share of the registrant’s Common Stock as reported on the New York Stock Exchange on November 8, 2017.

EXPLANATORY NOTE

This Registration Statement is filed by Brookdale Senior Living Inc. (the "Company") to register an additional 8,000,000 shares of the Company’s common stock, par value $0.01 per share (the "Common Stock"), that may be issued and sold under the Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan, as amended and restated (the "Plan"). The amount of Common Stock registered hereby includes the 8,000,000 additional shares of Common Stock reserved for issuance pursuant to the Plan as approved by the Company's stockholders at the Annual Meeting of Stockholders held on September 25, 2017. This registration will increase the number of registered shares that have been issued or are available for issuance under the Plan to 15,400,425.

In accordance with General Instruction E to Form S-8, the contents of the Company’s Registration Statement on Form S-8 registering 7,400,425 shares of common stock issuable under the Plan and previously filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2014 (File No. 333-197709) are hereby incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth therein or herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Commission are hereby incorporated by reference in this registration statement:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Commission on February 15, 2017, as amended by the Amendment to Annual Report on Form 10-K/A for the year ended December 31, 2016 filed with the Commission on May 1, 2017.

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the Commission on May 10, 2017; the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the Commission on August 8, 2017; and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 7, 2017.

(c) The Company's Current Reports on Form 8-K filed with the Commission on March 6, 2017, April 12, 2017, May 3, 2017, July 26, 2017, September 1, 2017, September 28, 2017 and October 16, 2017.

(d) The description of the Common Stock contained in the Registration Statement on Form 8-A dated October 11, 2005, filed with the SEC by the Company to register such securities under the Securities Exchange Act of 1934, as amended, including all amendments and reports filed for the purpose of updating such description prior to the termination of the offering of the Common Stock offered hereby.

Information furnished under Items 2.02 and 7.01 of the Company’s Current Reports on Form 8-K, including the related exhibits, is not incorporated by reference in this registration statement.

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

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Item 5. Interests of Named Experts and Counsel

The legality of the shares of Common Stock offered hereby has been passed upon for the Company by Chad C. White, Senior Vice President, General Counsel and Secretary of the Company. Mr. White is employed by the Company and is eligible to participate in the Plan. As of November 9, 2017, Mr. White beneficially owned 48,847 shares of Common Stock, including unvested restricted shares of Common Stock previously granted to him under the Plan.

Item 8. Exhibits

Exhibit Index

Exhibit No.	Exhibit
4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 26, 2010 (File No. 001-32641)) .
4.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 30, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 5, 2014 (File No. 001-32641)) .
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 6, 2017 (File No. 001-32641)) .
4.4	Form of Certificate for common stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed on November 7, 2005 (File No. 333-127372)) .
5.1	Opinion of Chad C. White.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Chad C. White (included in Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature pages hereto).
99.1	Brookdale Senior Living Inc. Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 28, 2017) (File No. 001-32641)) .

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on November 9, 2017.

BROOKDALE SENIOR LIVING INC.
By:	/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of Brookdale Senior Living Inc., a Delaware corporation, hereby constitutes and appoints Chad C. White and J. Daniel Huffines and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on his or her behalf, to sign in any and all capacities this registration statement and any and all amendments (including post-effective amendments) and exhibits to this registration statement and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Daniel A. Decker	Executive Chairman of the Board	November 9, 2017
Daniel A. Decker
/s/ T. Andrew Smith	President, Chief Executive Officer and Director	November 9, 2017
T. Andrew Smith	(Principal Executive Officer)
/s/ Lucinda M. Baier	Chief Financial Officer	November 9, 2017
Lucinda M. Baier	(Principal Financial Officer)
/s/ Dawn L. Kussow	Senior Vice President and Chief Accounting Officer	November 9, 2017
Dawn L. Kussow	(Principal Accounting Officer)
/s/ Marcus E. Bromley	Director	November 9, 2017
Marcus E. Bromley
/s/ Frank M. Bumstead	Director	November 9, 2017
Frank M. Bumstead

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Signature	Title	Date
/s/ Jackie M. Clegg	Director	November 9, 2017
Jackie M. Clegg
/s/ Jeffrey R. Leeds	Director	November 9, 2017
Jeffrey R. Leeds
	Director	November 9, 2017
William G. Petty, Jr.
/s/ James R. Seward	Director	November 9, 2017
James R. Seward
/s/ Lee S. Wielanksy	Director	November 9, 2017
Lee S. Wielanksy

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