SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                        October 24, 2005

BY FACSIMILE AND HAND

Ms. Sandra Stokes
Mr. Terry French
Mr. Alonso Rodriguez
Albert Pappas, Esq.
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

          RE: Brookdale Senior Living Inc.
              Registration Statement on Form S-1 (File No. 333-127372)

Ladies and Gentlemen:

          On behalf of Brookdale Senior Living Inc., a Delaware corporation (the
"Company"), enclosed herewith are selected pages from the Company's Registration
Statement referenced above. The changes reflected in the enclosed are made
further to the letter addressed to you on October 20, 2005, in response to a
conference call on October 19, 2005 with Ms. Sandra Stokes, Mr. Terry French and
Mr. Alonso Rodriguez, and representatives of the Company, Ernst & Young LLP and
Skadden, Arps, Slate, Meagher & Flom LLP, and the letter from the Staff dated
October 21, 2005.

          The Company would like to be in a position to commence the marketing
of its securities this Wednesday October 26 and therefore, respectfully requests
that it receive any additional comments with respect to the subject matters of
this letter as soon as the Staff is able. The Company plans to file Amendment
No. 3 to the Registration Statement with the Commission, which will include the
enclosed, prior to commencing the marketing of the securities.

                                    * * * * *

<PAGE>

          Please contact the undersigned at (212) 735-3050 should you require
further information or have any questions.

                                        Very truly yours,

                                        /s/ Joseph A. Coco
                                        ----------------------------------------
                                        Joseph A. Coco, Esq.

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with our "Selected
Combined Historical Financial And Operating Data" and combined financial
statements and related notes appearing elsewhere in this prospectus. In addition
to historical information, this discussion contains forward-looking statements
that involve risks, uncertainties and assumptions that could cause actual
results to differ materially from management's expectations. Please see
"Cautionary Statement Regarding Forward-Looking Statements" for more
information. Factors that could cause such differences include those described
in "Risk Factors" and elsewhere in this prospectus.

EXECUTIVE OVERVIEW

     We are the third largest operator of senior living facilities in the United
States based on total capacity with 380 facilities in 32 states and the ability
to serve over 30,000 residents. We offer our residents access to a full
continuum of services across all sectors of the senior living industry. As of
September 30, 2005, we operated 81 independent living facilities with 14,619
units, 291 assisted living facilities with 12,342 beds, seven continuing care
retirement communities, or CCRCs, with 3,005 units/beds (including 825
resident-owned cottages on our CCRC campuses managed by us) and one skilled
nursing facility with 82 units/beds. The majority of our units/beds are located
in campus settings or facilities containing multiple services, including CCRCs.
As of September 30, 2005, our facilities were on average 89.1% occupied. We
generate over 96% of our revenues from private pay customers, which limits our
exposure to government reimbursement risk. In addition, we control all financial
and operational decisions regarding our facilities through property ownership
and long-term leases. As of September 30, 2005, we are in compliance with the
financial covenants of our debt and lease agreements. We believe we operate in
the most attractive sectors of the senior living industry with significant
opportunities to increase our revenues through providing a combination of
housing, hospitality services and health care services. For the three months
ended June 30, 2005, 21.5% of our revenues were generated from owned facilities,
78.0% from leased facilities and 0.5% from management fees from facilities we
operate on behalf of third parties and affiliates.

     We were formed in June 2005 for the purpose of combining two leading senior
living operating companies, Brookdale Living Communities, Inc., or BLC, and
Alterra Healthcare Corporation, or Alterra. BLC and Alterra have been operating
independently since 1986 and 1981, respectively. Since December 2003, BLC and
Alterra have been under the common control of Fortress.

     We plan to grow our revenue and operating income through a combination of:
(i) organic growth in our existing portfolio; (ii) acquisitions of additional
operating companies and facilities; and (iii) the realization of economies of
scale, including those created by the BLC and Alterra combination. Given the
size and breadth of our nationwide platform, we believe that we are well
positioned to invest in a broad spectrum of assets in the senior living
industry, including independent living, assisted living, CCRC and skilled
nursing assets. Since January 2001, we have begun leasing or acquired the
ownership or management of 53 senior living facilities with approximately 11,100
units/beds. In 2005, we acquired 15 senior living facilities with 4,077
units/beds (including 825 resident-owned cottages on our CCRC campuses managed
by us) and two additional facilities with an aggregate of 422 units/beds, which
were sold in the third quarter of 2005, one of which we continue to manage.

     Our senior living facilities offer residents a supportive "home-like"
setting, assistance with activities of daily living, or ADLs, and, in a few
facilities, licensed skilled nursing services. By providing residents with a
range of service options as their needs change, we provide greater continuity of
care, enabling seniors to "age-in-place" and thereby maintain residency with us
for a longer period of time. The ability of residents to age-in-place is also
beneficial to our residents and their families who are burdened with care
decisions for their elderly relatives.

                                       40

<PAGE>

     Our independent living facilities' target residents are senior citizens age
70 and older who desire or need a more supportive living environment. The
average independent living resident resides in an independent living facility
for 30 months. Many of our residents relocate to one of our independent living
facilities in order to be in a metropolitan area that is closer to their adult
children. Our assisted living facilities' target residents are predominantly
female senior citizens age 85 and older who require assistance with two or three
ADLs. The average assisted living resident resides in an assisted living
facility for 21 months. Residents typically enter an assisted living facility
due to a relatively immediate need for services that might have been triggered
by a medical event or need.

     Overbuilding in the late 1990s in the senior living industry put downward
pressure on the occupancy rates and the resident fees of certain senior living
providers. The slowdown in construction and lack of construction financing since
1999 has led to a reduction in the supply of new units being constructed.
Growing demand for senior living services has resulted in a recent trend towards
increasing occupancy rates and resident fees for operators of existing
facilities.

     Growing consumer awareness among seniors and their families concerning the
types of services provided by independent and assisted living operators has
further contributed to the opportunities in the senior living industry. Also,
seniors possess greater financial resources, which makes it more likely that
they are able to afford to live in market-rate senior housing. Seniors in the
geographic areas in which we operate tend to have a significant amount of assets
generated from savings, pensions and, due to strong national housing markets,
the sale of private homes.

     Challenges in our industry include increased state and local regulation of
the assisted living industry, which has led to an increase in the cost of doing
business; the regulatory environment continues to intensify in the amount and
types of laws and regulations affecting us, accompanied by an increase by state
and local officials in enforcement thereof. In addition, like other companies,
our financial results may be negatively impacted by increasing employment costs
including salaries, wages and benefits, such as health care, for our employees.
Increases in the costs of utilities and real estate taxes will also have a
negative impact on our financial results.

FORMATION TRANSACTIONS

     We are a holding company formed in June 2005 for the purpose of combining,
through a series of mergers, two leading senior living operating companies, BLC
and Alterra. The combination of these two companies created a nationwide
operating platform to grow our existing portfolio, realize economies of scale
and add to our existing portfolio through strategic acquisitions of existing
assets and/or senior living portfolios. In connection with the combination of
BLC and Alterra, we have negotiated new contracts for food, insurance and other
services and will reduce the size of our corporate workforce through a
consolidation of corporate functions such as accounting, finance, human
resources and legal, which are collectively expected to result in recurring
operating and general and administrative expense savings, net of additional
recurring costs expected to be incurred as a public company, of between
approximately $11.0 million and $13.0 million per year. We began to realize
these savings upon completion of the formation transactions in September 2005.

     In addition to the combination of BLC and Alterra, Fortress sold the
Prudential Portfolio to Alterra in exchange for membership interests in FEBC-ALT
Investors and merged the Fortress CCRC Portfolio with and into a wholly-owned
subsidiary of the Company in exchange for shares of our common stock. Alterra
purchased the Prudential Portfolio to expand its western presence and to
strengthen its overall financial position. These portfolios together consisted
of 17 senior living facilities with an aggregate of 4,499 units, of which two
facilities with an aggregate of 422 units/beds were sold on July 1, 2005 and
September 14, 2005, for $2.5 million and $9.0 million, respectively, and the
proceeds of which were contributed to us in the series of formation transactions
described in "Business -- History." An affiliate of BLC will continue to manage
one of these facilities. All of the preceding were purchased in the second and
third quarter of 2005 by affiliates of Fortress.

                                       41

<PAGE>

     As a holding company, subsequent to the formation transactions we will own
100% of the outstanding stock and membership interests of the operating
companies of our business. The current shareholders of the operating companies
will contribute their ownership interests to us in exchange for shares of our
common stock. For financial reporting purposes, the Fortress entities that own
the stock or membership interests in the operating companies are considered the
control group as defined under paragraph 3 of EITF No. 02-5, "Definition of
'Common Control' in relation to FASB Statement No. 141." Accordingly, the
combined financial statements reflect the historical cost of the operating
companies. Upon the completion of the offering, the non-controlling minority
interests will be accounted for as a purchase in accordance with SFAS No. 141.

     As a result of these transactions we are the third largest operator of
senior living facilities in the United States based on total capacity.

OPERATING SEGMENTS

     We operate in three distinct business segments: retirement centers,
free-standing assisted living communities, and management services.

     Retirement Centers. We operate large continuing care retirement centers and
independent living facilities which we refer to as retirement centers, that
provide a continuum of services, including independent living, assisted living,
Alzheimer's, memory enhancement and skilled nursing care. Our retirement centers
include rental facilities and three entrance fee facilities. We also provide
various ancilliary services to our retirement center residents, including
extensive wellness programs and therapy services for all levels of care. Our
retirement centers are large, often campus style or high-rise settings, with an
average unit capacity of _____ units/beds. These communities generally maintain
high and consistent occupancy levels, many with waiting lists of prospective
residents. Our retirement centers comprise 70 of the 380 facilities that we
operate, with unit/beds capacity of 14,631, representing approximately 49% of
the total unit capacity of our communities.

     Free-standing Assisted Living Communities. Our free-standing assisted
living communities provide specialized assisted living care to residents in a
comfortable residential atmosphere. Most of the free-standing assisted living
communities provide specialized care such as Alzheimer's, memory enhancement and
other dementia programs. These facilities are designed to provide care in a
homelike setting, as opposed to a more institutional setting. Our free-standing
assisted living facilities target residents generally requiring assistance with
two or three ADL's. Our free-standing assisted living communities are much
smaller than our retirement centers and have an average unit capacity of 44
units. We operate 290 free-standing assisted living facilities, with unit/bed
capacity of approximately 12,292, representing approximately 41% of the total
unit capacity of our facilities.

     Management Services. Our management services segment includes 16 retirement
centers owned by others and operated by us under management agreements. Under
our management agreements for these facilities, we receive management fees as
well as reimbursed expense revenues, which represent the reimbursement of
certain expenses we incur on behalf of the owners. These 16 facilities have
3,241 units/beds, representing approximately 11% of the total unit/bed capacity
of our facilities.

REVENUES

     We generate all of our revenues from resident fees, entrance fees and
management fees. For each of the three and six months ended June 30, 2005 and
the year ended December 31, 2004, approximately 99.5% and 0.5% of our revenues
were generated from resident fees and management fees, respectively. In
addition, we generated a small amount of revenue from entrance fees, which
accounted for less than 0.1% of our revenues for these periods.

     We derive 96% of our resident fees from private pay sources. Our resident
fees are paid, on a monthly basis in advance, by residents, their families or
other responsible parties, typically out of

                                       42

<PAGE>

personal income, assets or other savings. As a result, economic downturns or
changes in demographics, among other things, could impact our ability to charge
and collect resident fees. Ancillary charges are billed in arrears.

     RESIDENT FEES. We generate resident fee revenue on a monthly basis from
each resident in each facility that we own and operate or lease and operate. The
rates we charge are highly dependent on local market conditions and the
competitive environment in which the facilities operate. Substantially all of
our independent and assisted living residency agreements allow for adjustments
in the monthly fee payable thereunder