UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BrightSpring Health Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 82-2956404 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
805 N. Wittington Parkway, Louisville, Kentucky | 40222 | |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
Common Stock, par value $0.01 per share 6.75% Tangible Equity Units |
The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-276348
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrants Securities to be Registered. |
The securities to be registered hereunder are shares of common stock, par value $0.01 per share (the Common Stock), and 6.75% Tangible Equity Units (the Units), with a stated amount of $50 per Unit, in each case of BrightSpring Health Services, Inc. (the Registrant). A description of the Common Stock is set forth under the heading Description of Capital Stock in a prospectus relating to the offering of shares of Common Stock constituting part of the Registrants Registration Statement on Form S-1 (File No. 333-276348) relating to the Common Stock and the Units (the Registration Statement), to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be deemed to be incorporated herein by reference into this Form 8-A. A description of the Units is set forth under the heading Description of the Units in a separate prospectus relating to the offering of the Units constituting part of the Registration Statement, to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be deemed to be incorporated herein by reference into this Form 8-A. Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note. For a description of the prepaid stock purchase contract, reference is made to the information under the heading Description of the Purchase Contracts in the prospectus relating to the offering of the Units. For a description of the senior amortizing note, reference is made to the information under the heading Description of the Amortizing Notes in the prospectus relating to the offering of the Units.
Item 2. | Exhibits. |
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are filed herewith or incorporated herein by reference because no securities of the Registrant other than the Common Stock or the Units are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
BRIGHTSPRING HEALTH SERVICES, INC. | ||||||
Date: January 26, 2024 | By: | /s/ Jon Rousseau | ||||
Name: | Jon Rousseau | |||||
Title: | Chairman, President, and Chief Executive Officer |