BrightSpring Reports Material Agreements, Officer Comp Changes

TL;DR

**BrightSpring just dropped an 8-K detailing major corporate shake-ups, including new and terminated agreements and officer pay changes.**

AI Summary

BrightSpring Health Services, Inc. filed an 8-K on January 30, 2024, reporting events from January 25, 2024, including the entry into and termination of material definitive agreements, modifications to security holder rights, and changes to compensatory arrangements for officers. This filing indicates significant corporate actions, potentially related to a major transaction or restructuring, which could impact the company's financial structure and future operations. Investors should pay close attention as these changes could affect the value and stability of their BTSG shares.

Why It Matters

This filing signals significant corporate changes, potentially impacting BrightSpring's financial health, strategic direction, and the value of its Common Stock (BTSG). Investors need to understand these changes to assess future stock performance.

Risk Assessment

Risk Level: medium — The filing indicates multiple significant corporate actions without full disclosure of their nature, creating uncertainty about potential positive or negative impacts.

Analyst Insight

Investors should monitor subsequent filings (like 10-K or 10-Q) for detailed explanations of the material agreements and officer compensation changes to understand their financial implications for BrightSpring.

Key Numbers

• $0.01 — Par value per share (Par value of BrightSpring's Common Stock)

Key Players & Entities

• BrightSpring Health Services, Inc. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for BrightSpring Health Services, Inc.
• The Nasdaq Stock Market LLC (company) — exchange where BrightSpring's Common Stock is registered
• $0.01 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• BrightSpring will provide more details on the material definitive agreements and officer compensatory arrangements in future filings. (BrightSpring Health Services, Inc.) — high confidence, target: Q1 2024 earnings report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BTSG The Nasdaq Stock Mar
• $8.6618 — e ) with an initial principal amount of $8.6618 that pays equal quarterly installments
• $0.8438 — at pays equal quarterly installments of $0.8438 per Amortizing Note (except for the May
• $0.8531 — 2024 installment payment, which will be $0.8531 per Amortizing Note), which cash paymen
• $50.00 — t to 6.75% per year with respect to the $50.00 stated amount per Unit. Purchase Cont
• $15.28 — eciation price (initially approximately $15.28), then the holder will receive 3.2733 s
• $13.00 — eference price (initially approximately $13.00), then the holder will receive a number
• $50 — n the Applicable Market Value, equal to $50.00, divided by the Applicable Market Va
• $8 — ill have an initial principal amount of $8.6618, will bear interest at a rate of 1
• $22.7 million — he Company will pay termination fees of $22.7 million to the Managers. Affiliates of the Ma
• $14,832,699 — h an aggregate grant date fair value of $14,832,699; (ii) Jim Mattingly, the Companys Execu
• $1,200,000 — h an aggregate grant date fair value of $1,200,000; (iii) Steven Reed, the Companys Chief
• $850,000 — h an aggregate grant date fair value of $850,000; (iv) Bob Barnes, President, Community
• $725,000 — h an aggregate grant date fair value of $725,000; and (v) Jennifer Yowler, President, Ph
• $900,000 — h an aggregate grant date fair value of $900,000. Each of the RSUs and Options are exp

Filing Documents

• d925158d8k.htm (8-K) — 48KB
• d925158dex11.htm (EX-1.1) — 188KB
• d925158dex12.htm (EX-1.2) — 201KB
• d925158dex31.htm (EX-3.1) — 72KB
• d925158dex32.htm (EX-3.2) — 113KB
• d925158dex41.htm (EX-4.1) — 586KB
• d925158dex44.htm (EX-4.4) — 301KB
• d925158dex45.htm (EX-4.5) — 226KB
• d925158dex101.htm (EX-10.1) — 116KB
• g925158dsp0182.jpg (GRAPHIC) — 2KB
• g925158dsp0183.jpg (GRAPHIC) — 2KB
• g925158dsp0185a.jpg (GRAPHIC) — 2KB
• g925158dsp0185b.jpg (GRAPHIC) — 2KB
• g925158dsp0186.jpg (GRAPHIC) — 2KB
• g925158dsp0187.jpg (GRAPHIC) — 3KB
• 0001193125-24-019479.txt ( ) — 1872KB

Executive CompensationEquity Incentive Plans2024 Incentive PlanNew Equity Awards in each of the Prospectuses

Executive CompensationEquity Incentive Plans2024 Incentive PlanNew Equity Awards in each of the Prospectuses. Election of Director On January 25, 2024, effective immediately following the pricing of the Common Stock Offering, Olivia Kirtley was elected to serve as a new member of the Companys Board, as the chair of the Audit Committee, and as a member of the Quality & Compliance and Governance Committee. Ms. Kirtley is a Class II director and shall initially serve for a term expiring at the second annual meeting of stockholders following the Common Stock Offering. There are no arrangements or understandings between Ms. Kirtley and any other person pursuant to which she was elected as a director of the Company. For further information regarding Ms. Kirtley, see Management in each of the Prospectuses. Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As contemplated in the Registration Statement, on January 30, 2024, the Companys Second Amended and Restated Certificate of Incorporation (the Charter ), in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Companys Amended and Restated Bylaws (the Bylaws ), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. The Charter, among other things, provides that the Companys authorized capital stock consists of 1,500,000,000 shares of Common Stock and 250,000,000 shares of preferred stock, par value $0.01 per share. A description of the Companys capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been included by the Company under Description of Capital Stock in each of the Prospectuses. The Charter and the Bylaws are filed as Exhibits 3.1 and 3.2, respectively, herein and are incorporated herein by reference and the foregoing description is qualified in its entirety by reference to such exhibits. Item8.01 Other Events. On January 30, 2024, the Company completed the (i)

Financial Statements and Exhibits

Financial Statements and Exhibits. (d)Exhibits. Exhibit No. Description 1.1 Underwriting Agreement relating to the Common Stock, dated January 25, 2024, between BrightSpring Health Services, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto. 1.2 Underwriting Agreement relating to the Units, dated January 25, 2024, between BrightSpring Health Services, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto. 3.1 Second Amended and Restated Certificate of Incorporation of BrightSpring Health Services, Inc. 3.2 Amended and Restated Bylaws of BrightSpring Health Services, Inc. 4.1 Purchase Contract Agreement, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as purchase contract agent, as attorney-in-fact for the Holders from time to time as provided therein and as trustee under the indenture referred to therein. 4.2 Form of Unit (included in Exhibit 4.1). 4.3 Form of Purchase Contract (included in Exhibit 4.1). 4.4 Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.5 First Supplemental Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee, paying agent and security registrar. 4.6 Form of Amortizing Note (included in Exhibit 4.5). 10.1 BrightSpring Health Services, Inc. 2024 Equity Incentive Plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRIGHTSPRING HEALTH SERVICES, INC. By: /s/ Jon Rousseau Name: Jon Rousseau Title: Chairman, President, and Chief Executive Officer Date: January

View Full Filing

View this 8-K filing on SEC EDGAR