SCHEDULE 13D/A: KKR Reduces Stake in BrightSpring Health Services Through $304 Million Secondary Offering

KKR Phoenix Aggregator L.P., a KKR affiliate, has sold 13.29 million shares of BrightSpring Health Services, Inc. common stock in a secondary offering, reducing its beneficial ownership to approximately 45.0% of the outstanding shares.

Summary

• KKR Phoenix Aggregator L.P. and other selling stockholders entered into an underwriting agreement on June 10, 2025, to sell 14,000,000 shares of BrightSpring Health Services, Inc. Common Stock.
• KKR Phoenix Aggregator L.P. specifically sold 13,288,101 shares in the offering.
• The shares were offered to the public at a price of $21.75 per share.
• After underwriting discounts and commissions of $0.598125 per share, KKR Phoenix Aggregator L.P. received net proceeds of $21.151875 per share.
• The offering closed on June 12, 2025.
• KKR Phoenix Aggregator L.P. granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares at the same price.
• Following the offering, KKR Phoenix Aggregator L.P. directly holds 79,196,337 shares, and collectively, the reporting persons beneficially own an aggregate of 79,307,703 shares, representing approximately 45.0% of the outstanding Common Stock.
• The calculation of beneficial ownership is based on 176,393,492 shares of Common Stock outstanding after the offering.
• KKR Phoenix Aggregator L.P. has entered into a lock-up agreement, restricting further sales of Common Stock for 60 days from June 10, 2025.
• On June 12, 2025, KKR Phoenix Aggregator L.P. and its affiliates distributed 475,546 shares of Common Stock as in-kind distributions to their partners and shareholders, including shares to foundations and trusts associated with Henry R. Kravis, George R. Roberts, Joseph Y. Bae, and Scott C. Nuttall, for the purpose of charitable donations.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a large shareholder reducing its stake can sometimes be viewed negatively, this appears to be an orderly, planned divestment by a private equity firm, which is a normal part of their investment cycle. The transaction also increases the public float, which can be beneficial for market liquidity. The charitable distributions are a positive.

Positives

• The secondary offering increases the public float of BrightSpring Health Services' stock, potentially improving liquidity and market depth.
• The in-kind distributions of 475,546 shares to various entities, including those associated with KKR's founding partners, were for the purpose of making charitable donations.

Negatives

• A significant sale by a major shareholder like KKR could be perceived by some investors as a signal of reduced long-term commitment or a partial exit strategy.

Future Outlook

KKR Phoenix Aggregator L.P. has committed to a 60-day lock-up period from June 10, 2025, during which it will not offer, sell, or otherwise dispose of additional shares of Common Stock, subject to customary exceptions.

Industry Context

This filing details a specific capital markets transaction by a major private equity investor in BrightSpring Health Services, rather than providing broad industry trends or competitive analysis.

Related Party Transactions

• KKR Phoenix Aggregator L.P. and its affiliates, as related parties, sold 13,288,101 shares in the secondary offering.
• KKR Capital Markets LLC, an affiliate of KKR, acted as the lead managing agent for the offering.
• KKR Phoenix Aggregator L.P. and certain affiliates initiated in-kind distributions of 475,546 shares of Common Stock to their respective partners and shareholders, including shares to a foundation over which Mr. Kravis may be deemed to have shared investment and voting power (60,002 shares), the Roberts Trust (51,364 shares), a trust of which Mr. Bae is a trustee (71,368 shares), and Mr. Nuttall (58,144 shares). These distributions were for charitable donation purposes.

Stakeholder Impact

• Shareholders: The secondary offering increases the public float, potentially improving liquidity for existing shareholders. However, a large sale by a major investor could also create short-term downward pressure on the stock price due to increased supply.
• KKR (as an investor): This transaction represents a partial monetization of KKR's investment in BrightSpring Health Services, reducing its overall beneficial ownership percentage.

Next Steps

• The lock-up agreement restricts KKR Phoenix Aggregator L.P. from selling additional shares for 60 days following June 10, 2025.

Key Dates

Keywords

BrightSpring Health Services, KKR, Secondary Offering, Stock Sale, Schedule 13D Amendment, Beneficial Ownership, Lock-up Agreement, Private Equity, Healthcare Services, Public Float