BrightSpring Health Services Files Amendment to S-1 Registration Statement

TL;DR

<b>BrightSpring Health Services filed an S-1/A amendment on January 10, 2024, for its initial public offering.</b>

AI Summary

BrightSpring Health Services, Inc. (BTSGU) filed a Amended IPO Registration (S-1/A) with the SEC on January 10, 2024. BrightSpring Health Services, Inc. filed an amendment (S-1/A) to its registration statement on January 10, 2024. The company is incorporated in Delaware and its principal executive offices are located in Louisville, Kentucky. The filing is under the Securities Act of 1933, with registration number 333-276348. BrightSpring Health Services operates in the Home Health Care Services sector (SIC code 8082). The company is classified as a non-accelerated filer.

Why It Matters

For investors and stakeholders tracking BrightSpring Health Services, Inc., this filing contains several important signals. This amendment indicates progress in BrightSpring Health Services' journey towards becoming a publicly traded company, which could impact its access to capital and future growth strategies. As a non-accelerated filer, the company may have different disclosure requirements and timelines compared to larger, more established public companies.

Risk Assessment

Risk Level: low — BrightSpring Health Services, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, indicating procedural steps rather than new financial performance or significant business changes, thus posing low immediate risk.

Analyst Insight

Monitor future filings for updates on the IPO status, pricing, and financial performance of BrightSpring Health Services.

Key Numbers

• 2024-01-10 — Filing Date (Date the S-1/A amendment was filed)
• 8082 — SIC Code (Services-Home Health Care Services)
• 333-276348 — Registration Number (SEC registration number for the offering)
• 1231 — Fiscal Year End (Company's fiscal year end date)

Key Players & Entities

• BrightSpring Health Services, Inc. (company) — Registrant name
• 0001865782 (company) — Central Index Key
• 8082 (company) — Standard Industrial Classification Code
• 822956404 (company) — IRS Number
• DE (company) — State of Incorporation
• Louisville, Kentucky (company) — Principal executive offices location
• Steven S. Reed (person) — Chief Legal Officer and Corporate Secretary
• 333-276348 (regulator) — Registration number

Forward-Looking Statements

• BrightSpring Health Services, Inc. will complete its IPO within the next 3-6 months. (BrightSpring Health Services, Inc.) — medium confidence, target: 2024-07-10
• The company's stock will trade under a new ticker symbol. (BrightSpring Health Services, Inc.) — high confidence, target: 2024-07-10

FAQ

Industry Context

BrightSpring Health Services operates within the home health care services industry, a sector characterized by increasing demand due to an aging population and a shift towards home-based care.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed information on the company's business, financials, and risk factors.
2. Track future SEC filings for updates on the IPO timeline and potential pricing.
3. Analyze the competitive landscape and market trends within the home health care services sector.

Key Dates

• 2024-01-10: Filing of S-1/A Amendment — Indicates progress in the IPO registration process.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating updates or corrections rather than a comparison to a prior period's financial performance.

Key Financial Figures

• $170 — ur common stock at a price per share of $170 per share to an employee in connection
• $250 — ur common stock at a price per share of $250 to certain of our employees, including

Filing Documents

• d251968ds1a.htm (S-1/A) — 82KB
• d251968dex11.htm (EX-1.1) — 188KB
• d251968dex12.htm (EX-1.2) — 201KB
• d251968dex41.htm (EX-4.1) — 157KB
• d251968dex42.htm (EX-4.2) — 601KB
• d251968dex45.htm (EX-4.5) — 299KB
• d251968dex46.htm (EX-4.6) — 227KB
• d251968dex101.htm (EX-10.1) — 260KB
• d251968dex102.htm (EX-10.2) — 1206KB
• d251968dex103.htm (EX-10.3) — 9KB
• d251968dex104.htm (EX-10.4) — 82KB
• d251968dex105.htm (EX-10.5) — 102KB
• d251968dex106.htm (EX-10.6) — 55KB
• d251968dex107.htm (EX-10.7) — 49KB
• d251968dex108.htm (EX-10.8) — 32KB
• d251968dex109.htm (EX-10.9) — 63KB
• d251968dex1010.htm (EX-10.10) — 3038KB
• d251968dex1011.htm (EX-10.11) — 1035KB
• d251968dex1012.htm (EX-10.12) — 8KB
• d251968dex1013.htm (EX-10.13) — 23KB
• d251968dex1014.htm (EX-10.14) — 1177KB
• d251968dex1015.htm (EX-10.15) — 53KB
• d251968dex1016.htm (EX-10.16) — 130KB
• d251968dex1017.htm (EX-10.17) — 19KB
• d251968dex1018.htm (EX-10.18) — 105KB
• d251968dex1019.htm (EX-10.19) — 6KB
• d251968dex1020.htm (EX-10.20) — 69KB
• d251968dex1022.htm (EX-10.22) — 88KB
• d251968dex1023.htm (EX-10.23) — 54KB
• d251968dex1024.htm (EX-10.24) — 61KB
• d251968dex1025.htm (EX-10.25) — 67KB
• d251968dex1026.htm (EX-10.26) — 65KB
• d251968dex1027.htm (EX-10.27) — 57KB
• d251968dex1028.htm (EX-10.28) — 18KB
• d251968dex1029.htm (EX-10.29) — 12KB
• d251968dex1030.htm (EX-10.30) — 42KB
• d251968dex1031.htm (EX-10.31) — 49KB
• d251968dex211.htm (EX-21.1) — 30KB
• d251968dex251.htm (EX-25.1) — 96KB
• g251968dsp22.jpg (GRAPHIC) — 8KB
• g251968g0105044303102.jpg (GRAPHIC) — 6KB
• g251968g1013224243271.jpg (GRAPHIC) — 15KB
• g251968snap1.jpg (GRAPHIC) — 3KB
• g251968snap2.jpg (GRAPHIC) — 16KB
• g251968snap3.jpg (GRAPHIC) — 72KB
• 0001193125-24-005605.txt (&nbsp;) — 10082KB

Other Expenses of Issuance and Distribution

Item 13. Other Expenses of Issuance and Distribution The following table sets forth the expenses payable by the Registrant expected to be incurred in connection with the issuance and distribution of common stock being registered hereby (other than the underwriting discounts and commissions). All of such expenses are estimates, except for the Securities and Exchange Commission, or the SEC, registration fee, the Financial Industry Regulatory Authority Inc., or FINRA, filing fee and the stock exchange listing fee. ($ in thousands) SEC registration fee $ * FINRA filing fee * Nasdaq listing fee * Printing fees and expenses * Legal fees and expenses * Accounting fees and expenses * Blue Sky fees and expenses (including legal fees) * Transfer agent and registrar fees and expenses * Miscellaneous * Total $ * * To be completed by amendment.

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our second amended and restated certificate of incorporation will provide for this limitation of liability. Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporations best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in t

Recent Sales of Securities

Item 15. Recent Sales of Securities Within the past three years, the Registrant has granted or issued the following securities of the Registrant which were not registered under the Securities Act. II-2 (a) Issuances of Capital Stock In January 2021, we issued 2,941 shares of our common stock at a price per share of $170 per share to an employee in connection with an acquisition. In April 2021 and May 2021, we issued 49,220 shares of our common stock at a price per share of $250 to certain of our employees, including our executive officers, in connection with our acquisition of Abode. As of September 30, 2023, we had repurchased 9,881 shares of our common stock from certain of our employees in connection with the termination of their employment. No underwriters were involved in the foregoing issuance of securities. The issuances of shares of common stock described in this Item 15(a) were issued pursuant to written compensatory plans or arrangements with our employees in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated under the Securities Act or the exemption set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. (b) Stock Option Grants Since December 2020, the Registrant has granted stock options to certain employees, in connection with services provided by such employees or the hiring/promotion of such employees, to purchase an aggregate of 180,875 shares of common stock of the Registrant. Of the 180,875 stock option grants, since December 2020, options to purchase 8,994 shares of common stock of the Registrant had been exercised, and options to purchase 76,181 shares of common stock of the Registrant had expired or been forfeited and/or cancelled. The issuances of stock options and the shares of common stoc

Exhibits and Financial Statement Schedules

Item 16. Exhibits and Financial Statement Schedules (a) Exhibits. See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein. (b) Financial Statement Schedules. None

Undertakings

Item 17. Undertakings. (1) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a II-3 claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (2) The undersigned Registrant hereby undertakes that: (A) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (B) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Louisville, Kentucky, on January 10, 2024. BrightSpring Health Services, Inc. By: /s/ Jon Rousseau Name: Jon Rousseau Title: Chairman, President, and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2024.

Signatures

Signatures Title /s/ Jon Rousseau Jon Rousseau Chairman, President, and Chief Executive Officer (principal executive officer) * Jim Mattingly Executive Vice President and Chief Financial Officer (principal financial officer) * Jennifer Phipps Chief Accounting Officer (principal accounting officer) * Hunter Craig Director * Matthew DAmbrosio Director * Johnny Kim Director II-9

Signatures

Signatures Title * Max Lin Director *By: /s/ Jon Rousseau Name: Jon Rousseau Title: Attorney-in-fact II-10

View Full Filing

View this S-1/A filing on SEC EDGAR