---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-290230"
form_type: "8-K"
ticker: "BKD"
cik: "0001332349"
company_name: "Brookdale Senior Living Inc."
filed_at: "2022-11-22T23:59:59+00:00"
generated_at: "2026-06-21T13:58:29.312739+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Brookdale issues $125M of 7.00% tangible equity units; Amortizing Notes at 10.25%

## Summary
- Sold 2.5M Units at $50/unit ($125M gross); underwriters have option for 375k additional Units.
- Each Unit includes a purchase contract (settles into common stock by Nov 2025) and a 10.25% amortizing note.
- Purchase contract settlement rate: 12.9341–15.1976 shares per contract, based on stock price thresholds of ~$3.29 and ~$3.87.
- Units to list on NYSE under symbol 'BKDT' starting Nov 25, 2022.
- Proceeds to be used for general corporate purposes.

## SEC filing metadata
- accession: 0001193125-22-290230
- form_type: 8-K
- ticker: BKD
- cik: 0001332349
- company_name: Brookdale Senior Living Inc.
- filed_at: 2022-11-22T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1332349/000119312522290230/0001193125-22-290230-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1332349/000119312522290230/d774364d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-290230
- JSON: https://secwatch.observer/filing/0001193125-22-290230.json
- Plain text: https://secwatch.observer/filing/0001193125-22-290230.txt

## Key facts
- Debt Financings
  Brookdale Senior Living Inc. incurred senior notes of initial principal amount of $8.8996 per Amortizing Note at 7.00% per year.
  - Instrument: senior notes
  - Principal: initial principal amount of $8.8996 per Amortizing Note
  - Rate: 7.00% per year
  - Event: incurrence
  source text: a senior amortizing note issued by the Company (each, an “Amortizing Note”) with an initial principal amount of $8.8996 that pays quarterly installments of $0.8750 per Amortizing Note (except for the February 15, 2023 installment payment, which will be $0.8166 per Amortizing Note), which cash payment in the aggregate will be equivalent to 7.00% per year with respect to the $50.00 stated amount per Unit
  evidence_url: https://www.sec.gov/Archives/edgar/data/1332349/000119312522290230/0001193125-22-290230-index.htm
- Material Agreements
  Brookdale Senior Living Inc. entered into Underwriting Agreement with BofA Securities, Inc. and Barclays Capital Inc., as representatives valued at $50.00 per Unit (effective 2022-11-16).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: BofA Securities, Inc. and Barclays Capital Inc., as representatives
  - Value: $50.00 per Unit
  - Effective: 2022-11-16
  source text: On November 16, 2022, Brookdale Senior Living Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and BofA Securities, Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to sell 2,500,000 of its 7.00% tangible equity units (“Units”) at a public offering price of $50.00 per Unit (the “Units Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1332349/000119312522290230/0001193125-22-290230-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.