Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2025, BrightSpring Health Services, Inc. (the “Company”) entered into an underwriting agreement with KKR Phoenix Aggregator L.P. (the “KKR Selling Stockholder”), the Management Selling Stockholders (as defined therein) (together with the KKR Selling Stockholder, the “Selling Stockholders”), KKR Capital Markets LLC, as Lead Managing Agent, and Goldman Sachs & Co. LLC and BofA Securities, Inc. as Representatives of the several underwriters named in Schedule I(A) thereto (the “Underwriters”), relating to an underwritten offering (the “Offering”) of 14,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $21.75 per share, before deducting underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the KKR Selling Stockholder granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,100,000 shares of Common Stock from the KKR Selling Stockholder at the public offering price, less underwriting discounts and commissions. The closing of the Offering occurred on June 12, 2025.
Pursuant to the Underwriting Agreement, all 14,000,000 shares of Common Stock were sold by the Selling Stockholders. The Company did not receive any proceeds from the Offering, other than proceeds received in connection with the cash exercise of stock options by the Management Selling Stockholders in connection with the Offering.
The Offering by the Selling Stockholders was made pursuant an automatic shelf registration statement on Form S-3ASR (File No. 333-287916) (the “Registration Statement”), filed on June 10, 2025 with the Securities and Exchange Commission (the “SEC”), a prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on June 10, 2025 and June 11, 2025, respectively.
The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Representatives, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated herein by reference and filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.