Brookdale Announces Pricing of Secondary Offering By Selling Stockholders

NASHVILLE, Tenn., Nov. 9 /PRNewswire-FirstCall/ -- Brookdale Senior Living
Inc. (NYSE: BKD) (the "Company") announced today the pricing of the sale of an
aggregate of 16,550,000 shares of its common stock by certain funds managed by
affiliates of Fortress Investment Group LLC, an increase of 5,550,000 shares
from the 11,000,000 shares previously announced. The offering was priced at
$16 per share. Approximately $257 million of net proceeds from the sale of
the common stock will be received by the selling stockholders. The Company
will not receive any of the proceeds from the offering. In connection with
the offering, the selling stockholders have granted the underwriter a 30-day
option to purchase up to an aggregate of 1,655,000 additional shares of common
stock.

Subject to customary conditions, the offering is expected to close on November
13, 2009.

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.

BofA Merrill Lynch will act as sole book-running manager for the offering.

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 prospectus supplement and the accompanying prospectus may be obtained from
BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn:
Prospectus Department or email Prospectus.Requests@ml.com.

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 the offering, the consummation of the
Sunrise portfolio acquisition and the related financing and our expectations
regarding the future performance of the acquired communities and their effect
on our financial results; statements relating to our operational initiatives
and our expectations regarding their effect on our results; our expectations
regarding occupancy, revenue, expense levels, the demand for senior housing,
expansion activity, 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);
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, our ability to
satisfy the closing conditions and successfully complete the Sunrise portfolio
acquisition; our ability to assume and obtain the mortgage debt financing for
the Sunrise portfolio acquisition; 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 the performance of 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 and Quarterly Reports on Form 10-Q. 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, Brookdale Senior Living Inc., +1-615-376-2412