BrightSpring Health Services Reports Unregistered Equity Sale

TL;DR

BrightSpring sold more equity units on 6/17.

AI Summary

On June 17, 2024, BrightSpring Health Services, Inc. reported the unregistered sale of equity securities. The company issued Six and Seven-Eighths Percentage Tangible Equity Units, with specific details on the number of units and their aggregate principal amount not fully disclosed in this excerpt.

Why It Matters

This filing indicates a new issuance of equity, which could impact the company's capital structure and shareholder equity.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate a need for capital or a private placement that may have different terms than publicly traded securities.

Key Players & Entities

• BrightSpring Health Services, Inc. (company) — Registrant
• June 17, 2024 (date) — Date of earliest event reported
• Six and Seven-Eighths Percentage Tangible Equity Units (equity_security) — Type of security sold

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BTSG The Nasdaq Stock Mar
• $30 million — shares of Company common stock equal to $30 million at the closing. The number of shares to

Filing Documents

• btsg-20240617.htm (8-K) — 44KB
• 0000950170-24-076783.txt ( ) — 187KB
• btsg-20240617.xsd (EX-101.SCH) — 44KB
• btsg-20240617_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On June 17, 2024, Abode Hospice of Florida, LLC, a Delaware limited liability company (" Buyer ") and a wholly owned indirect subsidiary of BrightSpring Health Services, Inc., a Delaware corporation (the " Company "), entered into a definitive asset purchase agreement (the " Asset Purchase Agreement ") by and among Buyer, North Central Florida Hospice, Inc. d/b/a Haven Hospice, a Florida not-for-profit corporation (" NCF Hospice "), and Haven Medical Group, LLC, a Florida limited liability company (" Haven Medical Group, " and collectively with NCF Hospice, " Sellers ") to acquire substantially all of the assets of the Sellers' hospice and palliative care business in the State of Florida (the " Acquisition "). As partial consideration for the Acquisition, the Company agreed to issue to Sellers a certain number of shares of Company common stock equal to $30 million at the closing. The number of shares to be issued will be calculated by dividing $30 million by a price per share equal to the average of the volume weighted average trading price of Company common stock on each of the fifteen consecutive trading days ending on and including the trading day that is three trading days prior to the closing date. The closing of the Acquisition is expected to be in the third quarter of 2024, subject to customary closing conditions. Sellers will be restricted from trading during a 180-day lock-up period from closing, with agreed-upon sale volume limitations for four years thereafter. The Asset Purchase Agreement also includes a post-closing adjustment feature such that following each of the 2 nd , 3 rd and 4 th anniversary of the closing, additional shares of Company stock or cash, at Sellers option, could be delivered to make Sellers whole to the extent any losses incurred in the sale of their common stock during the prior twelve month period exceeded gains on sales in the same period, with a final adjustment feature to re

SIGNATURES

SIGNATURES 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. Date: June 24, 2024 By: /s/ Jennifer Phipps Name: Title: Jennifer Phipps Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR