BrightSpring Announces Secondary Offering of Common Stock

Rhea-AI Summary

BrightSpring Health Services (NASDAQ: BTSG) announced a secondary offering where certain stockholders, including KKR affiliates and management members, plan to sell 14 million shares of common stock. The KKR Selling Stockholder will grant underwriters a 30-day option to purchase an additional 2.1 million shares. BrightSpring will not sell any shares or receive proceeds from this offering. Goldman Sachs and BofA Securities are leading the offering as book-running managers, with KKR Capital Markets acting as lead managing agent. The offering will be made through a shelf registration statement filed with the SEC on June 10, 2025.

Positive

• None.

Negative

• Large shareholders including KKR and management are selling 14 million shares, potentially indicating reduced confidence in future growth
• Significant share sale could create downward pressure on stock price
• Company receives no proceeds from the offering to fund operations or growth

Insights

Financial Analyst

KKR and management selling 14M shares in secondary offering, diluting their ownership without bringing capital to BrightSpring.

This secondary offering represents a significant exit movement by major shareholders including KKR (Kohlberg Kravis Roberts) and management members. With 14,000,000 shares being offered and a potential additional 2,100,000 shares through the underwriters' option, this transaction indicates substantial insider selling. It's critical to understand that BrightSpring itself isn't selling shares or raising capital - this offering exclusively benefits the selling shareholders who will receive all proceeds.

This type of transaction typically signals that major shareholders are reducing their exposure or partially cashing out their investment. For KKR specifically, as a private equity firm, this aligns with their typical investment lifecycle where they gradually exit positions in companies they've previously invested in. The involvement of management in the selling group could raise questions about their confidence in future growth prospects, though without knowing what percentage of their holdings they're selling, it's difficult to gauge the significance.

The market typically views secondary offerings somewhat negatively as they increase the public float and can create temporary selling pressure. Additionally, the fact that company insiders are selling rather than holding may be interpreted as a lack of conviction in near-term upside potential. The use of well-established underwriters like Goldman Sachs and BofA Securities suggests this is a substantial, professionally-managed offering designed to minimize market disruption while still allowing major shareholders to reduce their positions.

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 that 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, intend to offer for sale in an underwritten secondary offering 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”). The KKR Selling Stockholder expects to grant 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.

Goldman Sachs & Co. LLC and BofA Securities are acting as the lead book-running managers for the proposed offering.   KKR Capital Markets LLC is acting as lead managing agent for the proposed 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.

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

How many shares are being offered in BrightSpring's (BTSG) secondary offering?

BrightSpring's selling stockholders are offering 14 million shares, with an additional 30-day option for underwriters to purchase up to 2.1 million more shares.

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

No, BrightSpring will not receive any proceeds from the offering as all shares are being sold by existing stockholders, including KKR affiliates and management members.

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

Goldman Sachs & Co. LLC and BofA Securities are acting as the lead book-running managers for the offering, with KKR Capital Markets LLC as lead managing agent.

What is the purpose of BrightSpring's (BTSG) secondary offering?

The secondary offering allows existing stockholders, including KKR affiliates and management, to sell their shares in the company through a public offering.

When was the shelf registration statement for BTSG's offering filed?

The shelf registration statement on Form S-3 was filed with the SEC on June 10, 2025, and became automatically effective upon filing.