M&A - BrightSpring Health Services, Inc.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025006965

Filing Summary: On January 17, 2025, BrightSpring Health Services, Inc.'s subsidiary, Res-Care, Inc., entered into a Purchase Agreement to sell certain assets, equity interests, and liabilities related to its community living services to National Mentor Holdings, Inc. for $835 million, pending customary adjustments and closing conditions. The transaction is expected to close in the second half of 2025, subject to regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act. The agreement includes customary representations, warranties, covenants, and termination rights, including a $35 million termination fee and a $40 million fee related to antitrust approvals. The company has guaranteed the seller parties' obligations under the agreement and has secured a representation and warranty insurance policy to cover potential breaches. Additionally, there are obligations on the seller parties to refrain from engaging in competitive businesses for five years after the transaction's closing.