0000950123-09-010900 Sample Contracts

Brookdale Senior Living Inc. Common Stock Underwriting Agreement

Underwriting Agreement • June 3rd, 2009 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York

• Contract Type
  Underwriting Agreement
• Filed
  June 3rd, 2009
• Company
  Brookdale Senior Living Inc.
• Industry
  Services-nursing & personal care facilities
• Jurisdiction
  New York

Brookdale Senior Living Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 13,953,489 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,093,023 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares.