BTSGU BrightSpring Health Services Inc

The Reporting Persons (as defined below) were initially eligible to file a Schedule 13G under Rule 13d-1(d) of the Securities Exchange Act of 1934, as amended.  On September 11, 2024, the Reporting Persons purchased shares of Common Stock (as defined below) representing more than two percent of the outstanding Common Stock during the prior twelve-month period.  Therefore, the Reporting Persons are no longer eligible to file a Schedule 13G under Rule 13d-1(d) and are now filing this Schedule 13D.

(c) KKR Phoenix Aggregator L.P. and KKR Americas Fund XII L.P. are principally engaged in making investments.  KKR Phoenix Aggregator GP LLC, KKR Associates Americas XII L.P., KKR Americas XII Limited, and KKR Group Holdings Corp. are principally engaged in being the general partner of their respective partnerships.  KKR Group Partnership L.P., KKR Group Co. Inc., KKR & Co. Inc., and KKR Management LLP are principally engaged in being holding companies.

KKR Phoenix Aggregator L.P. and Walgreen Co. acquired PharMerica Corporation in December of 2017 and, in March of 2019, PharMerica Corporation acquired the Issuer.  In connection with these transactions, the Issuer issued an aggregate of 5,180,000 shares of Common Stock to KKR Phoenix Aggregator L.P. at an effective price of $100 per share.  Immediately following the Issuer’s initial public offering (the “IPO”) in January 2024 and a related 15.7027-for-one stock split of the Common Stock, KKR Phoenix Aggregator L.P. owned an aggregate of 81,339,986 shares of Common Stock at an effective price of $6.37 per share, representing an aggregate beneficial ownership percentage of 47.5%.

On September 11, 2024, KKR Phoenix Aggregator L.P. purchased an aggregate of 11,619,998 shares of Common Stock at a price of $11.13 per share from Walgreen Co. in a private sale for an aggregate purchase price of $129,330,577.74 (the “Investment”). The source of funds used for the Investment was from capital contributions of the Reporting Persons and/or their respective partners or members.

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the agreements described herein and various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. The Reporting Persons may, from time to time, acquire, or cause affiliates to acquire, additional shares of Common Stock or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).

In accordance with the Stockholders Agreement (as defined below), Hunter Craig, Johnny Kim and Max Lin, employees of Kohlberg Kravis Roberts & Co. L.P. or one or more of its affiliates, were appointed to the Issuer’s board of directors as designees of KKR Phoenix Aggregator L.P. As directors, they may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

KKR Phoenix Aggregator GP LLC (as the general partner of KKR Phoenix Aggregator L.P.), KKR Americas Fund XII L.P. (as the sole member of KKR Phoenix Aggregator GP LLC), KKR Associates Americas XII L.P. (as the general partner of KKR Americas Fund XII L.P.), KKR Americas XII Limited (as the general partner of KKR Associates Americas XII L.P.), KKR Group Partnership L.P. (as the sole shareholder of KKR  Americas XII Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein.

Registration Rights Agreement

On December 7, 2017, the Issuer, KKR Phoenix Aggregator L.P. and Walgreen Co. entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement and subject to certain conditions, the Issuer granted KKR Phoenix Aggregator L.P. an unlimited number of demand registrations, and granted Walgreen Co. five demand registrations following the IPO. Under the Registration Rights Agreement, all holders of registrable securities party thereto are provided with customary piggyback registrations with certain exceptions. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act of 1933, as amended.

Stockholders Agreement

The Issuer, KKR Phoenix Aggregator L.P., Walgreen Co, and the other parties party thereto entered into the Amended and Restated Stockholders Agreement, dated as of March 5, 2019 (the “Stockholders Agreement”), The Stockholders Agreement grants KKR Phoenix Aggregator, L.P. and Walgreen Co. the right to nominate to the Issuer’s board of directors a number of designees equal to the product (rounded up or down to the nearest whole number) of (x) the total number of directors constituting the entire board of directors (in the case of Walgreen Co., without taking into account the director that is also the Issuer’s Chief Executive Officer), multiplied by (y) the percentage of the issued and outstanding shares of the Issuer’s capital stock beneficially owned by KKR Phoenix Aggregator, L.P. and Walgreen Co., as the case may be.

Management Stockholders Agreement

On December 7, 2017, the Issuer and KKR Phoenix Aggregator L.P. entered into management stockholders agreement (the “Management Stockholders Agreement”) with certain senior executive officers and other employees of the Issuer who made an equity investment in the Issuer or were granted equity-based awards.

 

Directors of KKR & Co. Inc.

 

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States and France, and Matthew R. Cohler, who is a citizen of the United States and Malta.

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JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of BrightSpring Health Services, Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

POWER OF ATTORNEY

 

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.