BrightSpring Health Services Enters Tangible Equity Unit Agreement

TL;DR

BrightSpring Health Services just inked a deal on their 6.875% Tangible Equity Units.

AI Summary

On January 17, 2025, BrightSpring Health Services, Inc. entered into a material definitive agreement related to its Six and Seven-Eighths Percent Tangible Equity Units. The company, headquartered in Louisville, Kentucky, filed this 8-K report on January 21, 2025, detailing this significant financial arrangement.

Why It Matters

This filing indicates a significant financial transaction for BrightSpring Health Services, potentially impacting its capital structure and future financial flexibility.

Risk Assessment

Risk Level: medium — Agreements related to equity units can introduce financial complexity and potential risks associated with debt or equity financing.

Key Numbers

• 6.875% — Tangible Equity Units Interest Rate (Indicates the interest rate associated with the tangible equity units agreement.)

Key Players & Entities

• BrightSpring Health Services, Inc. (company) — Registrant
• Six and Seven-Eighths Percent Tangible Equity Units (dollar_amount) — Financial instrument
• January 17, 2025 (date) — Date of earliest event reported
• January 21, 2025 (date) — Filing date
• Louisville, Kentucky (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BTSG The Nasdaq Stock Mar
• $835 m — te care facilities (the "Business") for $835 million, subject to typical adjustments f
• $35 million — aser will be required to pay Res-Care a $35 million termination fee in cash. In addition, t
• $40 million — addition, the Agreement provides for a $40 million termination fee payable to Res-Care in

Filing Documents

• btsg-20250117.htm (8-K) — 68KB
• btsg-ex2_1.htm (EX-2.1) — 1076KB
• btsg-ex99_1.htm (EX-99.1) — 44KB
• 0000950170-25-006965.txt ( ) — 1502KB
• btsg-20250117.xsd (EX-101.SCH) — 44KB
• btsg-20250117_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Overview On January 17, 2025, Res-Care, Inc. ("Res-Care"), a wholly owned subsidiary of BrightSpring Health Services, Inc. (the "Company"), certain other affiliated entities (the "Sellers" and, together with Res-Care, the "Seller Parties"), and the Company, entered into a Purchase Agreement (the "Agreement") with National Mentor Holdings, Inc. (the "Purchaser"), pursuant to which Res-Care agreed to sell, transfer and assign to the Purchaser certain assets, equity interests and liabilities as set forth in the Agreement used primarily in the Company's community living services, home and community based waiver programs, and intermediate care facilities (the "Business") for $835 million, subject to typical adjustments for working capital and other customary items (collectively, the "Transaction"). The Transaction is subject to customary closing conditions, including the expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other antitrust laws. The Company expects the Transaction to close in the second half of 2025. Representations, Warranties, Covenants and Agreements The Agreement contains customary representations and warranties made by the Seller Parties and the Purchaser, all of which terminate at the closing. Purchaser has obtained a representation and warranty insurance policy ("R&W Insurance") to provide coverage for breaches of representations and warranties of the Seller Parties, which is subject to certain exclusions, deductibles and other terms and conditions set forth therein. Except with respect to claims of fraud, the parties have agreed that the sole recourse for breaches of representations and warranties by the Seller Parties shall be under the R&W Insurance. The parties have also agreed to comply with covenants during the interim period between the date of the Agreement and the date of the closing of the T

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the Agreement, the Company issued a press release on January 20, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 2.1* Purchase Agreement, dated January 17, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. (solely for purposes of Section 5.24). 99.1 Press Release of BrightSpring Health Services, Inc., dated January 20, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments upon request by the SEC or its staff. Cautionary Note Concerning Factors That May Affect Future Results This Current Report on Form 8-K contains "forward-looking statements" within the Private Securities Litigation Reform Act of 1995. Any statements contained in this report that are not statements of historical fact, including statements related to the expected timetable for closing the Transaction, including the satisfaction or waiver of closing conditions, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management's current expectations for the future based on current expectations and assumptions relating to the Company's business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as "believes," "estimates," "projects," "anticipates," "expects," "could," "intends," "may," "will," "should," "forecast," "intend," "plan," "potential," "project," "target" or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements include all statements that are not statements of historical facts. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes

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: January 21, 2025 By: /s/ Jennifer Phipps Name: Title Jennifer Phipps Chief Accounting Officer

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View this 8-K filing on SEC EDGAR