BrightSpring Announces Pricing of Secondary Offering of Common Stock

Rhea-AI Summary

BrightSpring Health Services (NASDAQ: BTSG) has announced the pricing of a secondary offering of 14 million shares of common stock at $21.75 per share by its existing stockholders, including KKR affiliates and management members. The KKR Selling Stockholder has provided underwriters a 30-day option to purchase an additional 2.1 million shares. BrightSpring will not receive any proceeds from the offering, as all proceeds will go to the Selling Stockholders. The offering is expected to close on June 12, 2025. Goldman Sachs, BofA Securities, Jefferies, and Morgan Stanley are leading the offering as book-running managers, with KKR Capital Markets acting as lead managing agent. Multiple other financial institutions are participating as bookrunners and co-managers.

Positive

• The offering price of $21.75 per share indicates market confidence in the company
• Multiple prestigious financial institutions are involved in managing the offering, suggesting strong institutional support

Negative

• The company will not receive any proceeds from the offering as all funds go to selling stockholders
• Large shareholders including KKR affiliates are reducing their stake, which could signal decreased insider confidence
• The substantial size of the offering (14M shares plus 2.1M option) could create selling pressure on the stock

Insights

Financial Markets Specialist

KKR and management selling 14M shares at $21.75 signals potential shift in institutional ownership structure without diluting existing shareholders.

This secondary offering represents a significant transaction with existing shareholders selling 14,000,000 shares priced at $21.75 per share, totaling approximately $304.5 million. The structure of this deal is noteworthy for several reasons. First, this is a pure secondary offering where the company receives no proceeds - all money goes to the selling stockholders, primarily KKR affiliates and management members. This means no dilution for existing shareholders, but does indicate major stakeholders reducing their positions.

The pricing at $21.75 provides important market signals about current valuation sentiment. KKR's decision to sell a substantial position while retaining the option to offload an additional 2,100,000 shares suggests a strategic repositioning of their investment after likely holding since before BrightSpring's public listing. When private equity firms like KKR reduce stakes, it often reflects investment lifecycle timing rather than company-specific concerns.

The impressive syndicate of underwriters - including Goldman Sachs, BofA Securities, Jefferies, and Morgan Stanley - demonstrates strong institutional support for the placement. KKR Capital Markets' involvement as lead managing agent is standard practice when the private equity sponsor is selling. The large group of co-managers suggests broad distribution efforts to place these shares with minimal market disruption.

For existing investors, while this creates no financial impact on BrightSpring's capital structure or operations, significant insider selling can sometimes create temporary price pressure as the market absorbs the new supply of shares.

LOUISVILLE, Ky., June 10, 2025 (GLOBE NEWSWIRE) -- BrightSpring Health Services, Inc. (NASDAQ: BTSG) (“BrightSpring” or the “Company”), a leading provider of home and community-based health services for complex populations, today announced the pricing of the previously announced underwritten secondary offering by certain of its stockholders (the “Selling Stockholders”), including affiliates of Kohlberg Kravis Roberts & Co. L.P. (the “KKR Selling Stockholder”) and certain members of management, of an aggregate 14,000,000 shares of common stock of BrightSpring pursuant to a shelf registration statement filed by BrightSpring with the U.S. Securities and Exchange Commission (the “SEC”), at the public offering price of $21.75 per share. The KKR Selling Stockholder has granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of BrightSpring’s common stock. No shares are being sold by BrightSpring in the offering. The Selling Stockholders will receive all of the proceeds from this offering. The offering is expected to close on June 12, 2025, subject to customary closing conditions.

Goldman Sachs & Co. LLC, BofA Securities, Jefferies, and Morgan Stanley & Co. LLC are acting as the lead book-running managers for the offering. KKR Capital Markets LLC is acting as lead managing agent for the offering. UBS Securities LLC, Wells Fargo Securities, LLC, Mizuho Securities USA LLC, BMO Capital Markets Corp., BTIG, LLC, Leerink Partners, Guggenheim Securities, LLC, CJS Securities, Inc. and Loop Capital Markets LLC are acting as bookrunners for the offering. Academy Securities, Inc., Mischler Financial Group, Inc., MFR Securities, Inc., Stern Brothers & Co., Penserra Securities LLC, Siebert Williams Shank & Co., LLC and Strong Capital Markets are acting as co-managers for the offering.

A shelf registration statement (including a prospectus) on Form S-3 relating to these securities was filed with the SEC on June 10, 2025 and became automatically effective upon filing. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus for the offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com, BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com, Jefferies LLC, Prospectus Department, 520 Madison Avenue, New York, NY, 10022, telephone: 877-821-7388 or by emailing prospectus_department@jefferies.com, Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY, 10014, telephone: 1-866-718-1649 or by email: prospectus@morganstanley.com.

Forward Looking Statements

The statements contained in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on BrightSpring’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. These expectations, beliefs, and projections are expressed in good faith and BrightSpring believes there is a reasonable basis for them. However, there can be no assurance that these expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond BrightSpring’s control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in BrightSpring’s filings with the SEC under caption “Risk Factors,” including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent other filings BrightSpring makes with the SEC from time to time. Any forward-looking statement in this press release speaks only as of the date of this release. BrightSpring undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contacts

Investor Relations:
David Deuchler, CFA
Gilmartin Group LLC
ir@brightspringhealth.com

or

Media Contact:
Leigh White
leigh.white@brightspringhealth.com
502.630.7412

FAQ

What is the size and price of BrightSpring's (BTSG) secondary stock offering?

BrightSpring's secondary offering consists of 14 million shares priced at $21.75 per share, with an additional 30-day option for underwriters to purchase up to 2.1 million more shares.

Will BrightSpring (BTSG) receive any proceeds from this secondary offering?

No, BrightSpring will not receive any proceeds from the offering. All proceeds will go to the selling stockholders, including KKR affiliates and management members.

Who are the lead underwriters for BrightSpring's (BTSG) secondary offering?

The lead book-running managers are Goldman Sachs, BofA Securities, Jefferies, and Morgan Stanley, with KKR Capital Markets acting as lead managing agent.

When is BrightSpring's (BTSG) secondary offering expected to close?

The secondary offering is expected to close on June 12, 2025, subject to customary closing conditions.

Who are the selling stockholders in BrightSpring's (BTSG) secondary offering?

The selling stockholders include affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR) and certain members of BrightSpring's management.