Brookdale Announces Public Offering of $150 Million of Common Stock

NASHVILLE, Tenn., June 1 /PRNewswire-FirstCall/ -- Brookdale Senior Living
Inc. (NYSE: BKD) (the "Company") announced today that it plans to raise $150
million in a public offering of its common stock. The Company expects to
grant the underwriters an option for 30 days to purchase up to an additional
$22.5 million of its common stock to cover over-allotments, if any. Goldman,
Sachs & Co., Merrill Lynch & Co. and Barclays Capital Inc. will serve as Joint
Book-Running Managers for the offering.

The Company intends to use the net proceeds from the offering to repay the
$125 million of indebtedness that is currently outstanding under its credit
agreement, and the remainder for working capital and other general corporate
purposes.

The offering is being made pursuant to a shelf registration statement filed
with the Securities and Exchange Commission, which became effective on May 22,
2009. A prospectus supplement relating to the offering will be filed with the
Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities nor will there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction. Copies of
the preliminary prospectus supplement and the accompanying prospectus may be
obtained from Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004,
Attention: Prospectus Department (212-902-1171); or through Merrill Lynch &
Co., 4 World Financial Center, New York, NY 10080, Attn: Prospectus
Department; or through Barclays Capital Inc., c/o Broadridge Integrated
Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, email:
Barclaysprospectus@broadridge.com, toll-free: 1 (888) 603-5847.

About Brookdale Senior Living

Brookdale Senior Living Inc. is a leading owner and operator of senior living
communities throughout the United States. The Company is committed to
providing an exceptional living experience through properties that are
designed, purpose-built and operated to provide the highest-quality service,
care and living accommodations for residents. Currently the Company owns and
operates independent living, assisted living, and dementia-care communities
and continuing care retirement centers, with 547 communities in 35 states and
the ability to serve approximately 52,000 residents.

Safe Harbor

Certain statements in this press release may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements are subject to various risks and
uncertainties and include all statements that are not historical statements of
fact and those regarding our intent, belief or expectations, including, but
not limited to, statements relating to our plans to make a public offering,
the anticipated issuance of common stock by the Company, our operational
initiatives and our expectations regarding their effect on our results; our
expectations regarding occupancy, revenue, expense levels, the demand for
senior housing, acquisition opportunities and asset dispositions; our belief
regarding our growth prospects; our ability to secure financing or repay,
replace or extend existing debt at or prior to maturity; our ability to remain
in compliance with all of our debt and lease agreements (including the
financial covenants contained therein); our expectations regarding liquidity;
our plans to deleverage; our expectations regarding financings and
refinancings of assets; our plans to generate growth organically through
occupancy improvements, increases in annual rental rates and the achievement
of operating efficiencies and cost savings; our plans to expand our offering
of ancillary services (therapy and home health); our plans to expand existing
communities; the expected project costs for our expansion program; our
expected levels of expenditures and reimbursements (and the timing thereof);
the anticipated cost and expense associated with the resolution of pending
litigation and our expectations regarding the disposition thereof; our
expectations for the performance of our entrance fee communities; our ability
to anticipate, manage and address industry trends and their effect on our
business; and our ability to increase revenues, earnings, Adjusted EBITDA,
Cash From Facility Operations, and/or Facility Operating Income.
Forward-looking statements are generally identifiable by use of
forward-looking terminology such as "may," "will," "should," "potential,"
"intend," "expect," "endeavor," "seek," "anticipate," "estimate,"
"overestimate," "underestimate," "believe," "could," "would," "project,"
"predict," "continue," "plan" or other similar words or expressions.
Forward-looking statements are based on certain assumptions or estimates,
discuss future expectations, describe future plans and strategies, contain
projections of results of operations or of financial condition, or state other
forward-looking information. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Although we
believe that the expectations reflected in such forward-looking statements are
based on reasonable assumptions, actual results and performance could differ
materially from those set forth in the forward-looking statements. Factors
which could have a material adverse effect on our operations and future
prospects or which could cause events or circumstances to differ from these
forward-looking statements include, but are not limited to, the risk
associated with the current global economic crisis and its impact upon capital
markets and liquidity; our inability to extend (or refinance) debt as it
matures or replace our amended credit facility when it matures; the risk that
we may not be able to satisfy the conditions precedent to exercising the
extension options associated with certain of our debt agreements; events which
adversely affect the ability of seniors to afford our monthly resident fees or
entrance fees; the conditions of housing markets in certain geographic areas;
our ability to generate sufficient cash flow to cover required interest and
long-term operating lease payments; the effect of our indebtedness and
long-term operating leases on our liquidity; the risk of loss of property
pursuant to our mortgage debt and long-term lease obligations; the
possibilities that changes in the capital markets, including changes in
interest rates and/or credit spreads, or other factors could make financing
more expensive or unavailable to us; the risk that we may be required to post
additional cash collateral in connection with our interest rate swaps; the
risk that continued market deterioration could jeopardize certain of our
counterparties' obligations; changes in governmental reimbursement programs;
our limited operating history on a combined basis; our ability to effectively
manage our growth; our ability to maintain consistent quality control; delays
in obtaining regulatory approvals; our ability to integrate acquisitions into
our operations; competition for the acquisition of assets; our ability to
obtain additional capital on terms acceptable to us; a decrease in the overall
demand for senior housing; our vulnerability to economic downturns; acts of
nature in certain geographic areas; terminations of our resident agreements
and vacancies in the living spaces we lease; increased competition for skilled
personnel; increased union activity; departure of our key officers; increases
in market interest rates; environmental contamination at any of our
facilities; failure to comply with existing environmental laws; an adverse
determination or resolution of complaints filed against us; the cost and
difficulty of complying with increasing and evolving regulation; and other
risks detailed from time to time in our filings with the Securities and
Exchange Commission, including our Annual Report on Form 10-K. When
considering forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in such SEC filings. Readers are
cautioned not to place undue reliance on any of these forward-looking
statements, which reflect our management's views as of the date of this press
release. The factors discussed above and the other factors noted in our SEC
filings from time to time could cause our actual results to differ
significantly from those contained in any forward-looking statement. We
cannot guarantee future results, levels of activity, performance or
achievements and we expressly disclaim any obligation to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in our expectations with regard thereto or change in
events, conditions or circumstances on which any statement is based.

SOURCE Brookdale Senior Living Inc.

Ross Roadman of Brookdale Senior Living Inc., +1-615-376-2412