BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [•], 2024 Senior SecuritiesIndenture • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
INDENTURE, dated as of [•], 2024, between BrightSpring Health Services, Inc., a Delaware corporation (herein called the “Company”), having its principal office at 805 N. Whittington Parkway, Louisville, Kentucky, and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This Indemnification Agreement is effective as of [•], 20[•] (this “Agreement”) and is between BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
BrightSpring Health Services, Inc. [ • ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, [ • ] shares of Common Stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ • ] additional shares of Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein are defined in Section 24 hereof.
PURCHASE CONTRACT AGREEMENT Dated as of [•], 2024 between BRIGHTSPRING HEALTH SERVICES, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to...Purchase Contract Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
PURCHASE CONTRACT AGREEMENT, dated as of [•], 2024, between BRIGHTSPRING HEALTH SERVICES, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Equity-Linked Securities (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).
FIRST LIEN CREDIT AGREEMENT Dated as of March 5, 2019 among PHOENIX INTERMEDIATE HOLDINGS INC., as Holdings, PHOENIX GUARANTOR INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the...First Lien Credit Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
First Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc. (“Holdings”), Phoenix Guarantor Inc., a Wholly-Owned Subsidiary of Holdings (“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), the Letter of Credit Issuers from time to time parties hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2017, is by and among Phoenix Parent Holdings Inc., a Delaware corporation (the “Corporation”), KKR Phoenix Aggregator L.P., a Delaware limited partnership (“KKR”), Walgreen Co., an Illinois corporation (“Walgreens” and, together with the KKR and any other stockholders of the Corporation who become party to this Agreement from time to time pursuant to the terms hereof, each a “Stockholder” and collectively, the “Stockholders”).
BrightSpring Health Services, Inc. [ • ] [ • ]% Tangible Equity Units Underwriting AgreementLetter Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
Each Security has a stated amount of $50.00 (the “Stated Amount”) and consists of (a) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on [ • ], 2027, subject to postponement in certain circumstances and subject to any early settlement of such Purchase Contract pursuant to the provisions thereof and of the purchase contract agreement (the “Purchase Contract Agreement”), to be dated as of the date of the Closing Date (as defined below), among the Company, U.S. Bank Trust Company, National Association, as purchase contract agent (the “Purchase Contract Agent”) and attorney-in-fact for the holders of the Purchase Contracts from time to time, and the Trustee (as defined below), a number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and (b) a senior amortizing note with
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 4th day of May, 2019, between PharMerica Corporation (“the Company”) and Jennifer Yowler (“Employee”).
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 7, 2017, by and among (i) Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), (ii) KKR Phoenix Aggregator, L.P., a Delaware limited partnership, and each other member of the Sponsor Group which may become a party hereto by execution and delivery of a counterpart signature page hereto identifying such party as a member of the Sponsor Group and (iii) the parties identified on the signature pages hereto as Management Stockholders (the “Management Stockholders”) and the Permitted Transferees of such Management Stockholders identified on the signature pages to the supplementary agreements or documents referred to in Sections 13 and 23 hereof (such Management Stockholders and Permitted Transferees, together with the Company and the Sponsor Group, the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 1 hereof.
SECOND LIEN CREDIT AGREEMENT Dated as of March 5, 2019 among PHOENIX INTERMEDIATE HOLDINGS INC., as Holdings, PHOENIX GUARANTOR INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Lien Credit Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
Second Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc. (“Holdings”), Phoenix Guarantor Inc., a Wholly-Owned Subsidiary of Holdings (“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG PHOENIX PARENT HOLDINGS INC., KKR PHOENIX AGGREGATOR L.P., WALGREEN CO., KKR AMERICAS FUND XII L.P., SOLELY FOR CERTAIN SECTIONS AS SET FORTH HEREIN WALGREENS BOOTS ALLIANCE, INC., SOLELY FOR CERTAIN...Stockholders’ Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
This Amended and Restated Stockholders’ Agreement (this “Agreement”) is entered into as of March 5, 2019, by and among Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), KKR Phoenix Aggregator L.P., a Delaware limited partnership (“KKR”), Walgreen Co., an Illinois corporation (“Walgreens” and, together with KKR and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the “Stockholders”), KKR Americas Fund XII L.P. (“KKR Americas XII”), solely for purposes of Sections 3.3(d), 4.3, 4.4, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10, 5.13, 5.14 and 5.15 (the “KKR Americas Specified Provisions”), Walgreens Boots Alliance, Inc. (“WBA”), solely for purposes of Sections 2.7, 3.3(d), 4.2, 4.3, 4.4, 4.6, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10, 5.13, 5.14 and 5.15 (the “WBA Specified Provisions”) and PharMerica Corporation, a Delaware corporation (“PharMerica”), solely for the purposes of Section 4.7.
JOINDER AGREEMENT AND AMENDMENT NO. 2Joinder Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT AND AMENDMENT NO. 2, dated as of June 30, 2020 (this “Agreement”), by and among Crédit Agricole Corporate and Investment Bank (the “2020 Additional Revolving Credit Lender” and “2020 Letter of Credit Issuer”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”) and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
ContractBrightSpring Health Services, Inc. • January 10th, 2024 • Services-home health care services • New York
AMENDMENT No. 1, dated as of January 30, 2020 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as amended by the Joinder Agreement, dated as of September 30, 2019, and as otherwise may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Phoenix Guarantor Inc. (the “Borrower”), the several lenders from time to time parties thereto, the Letter of Credit Issuers from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement or the Amended Credit Agreement (as defined below), as applicable).
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is executed as of the Execution Date (as defined in Section 1 below) but made effective as of March 5, 2019, between PHOENIX PARENT HOLDINGS INC., a Delaware corporation (the “Company”), and JON B. ROUSSEAU (the “Employee”).
TECHNICAL AMENDMENTTechnical Amendment • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
TECHNICAL AMENDMENT (this “Amendment”), dated as of May 17, 2019, to the First Lien Credit Agreement dated as of March 5, 2019 (the “Credit Agreement”, terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement), among PHOENIX INTERMEDIATE HOLDINGS INC. (“Holdings”), PHOENIX GUARANTOR INC. (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, together with the Swingline Lender and the Letter of Credit Issuers, the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 14th day of December, 2017, between Res-Care, Inc. (“the Company”) and James Mattingly (“Employee”).
AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
Second Lien Credit Agreement, dated as of March 5, 2019, among Phoenix Intermediate Holdings Inc. (“Holdings”), Phoenix Guarantor Inc., a Wholly-Owned Subsidiary of Holdings (“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
JOINDER AGREEMENT AND AMENDMENT NO. 3Joinder Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT AND AMENDMENT NO. 3, dated as of October 7, 2020 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), the Tranche B-2 Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
JOINDER AGREEMENTJoinder Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT, dated as of September 30, 2019 (this “Agreement”), by and among BANK OF MONTREAL, DEUTSCHE BANK AG NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. (each, a “New Revolving Loan Lender”), Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), Phoenix Intermediate Holdings Inc. (“Holdings”) and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
Phoenix Guarantor, Inc. Louisville, Kentucky 40299BrightSpring Health Services, Inc. • January 10th, 2024 • Services-home health care services
On December 7, 2017, PharMerica Corporation, a Delaware corporation (“PharMerica”), entered into that certain monitoring agreement dated as of December 7, 2017 (the “Original Agreement”) with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Walgreens Boots Alliance, Inc. (“WBA”, together with KKR, each, a “Manager” and, collectively, the “Managers”) regarding consulting services to be provided to PharMerica and its direct and indirect subsidiaries and divisions, and parent holding companies and controlled affiliates. In connection with the acquisition of Onex ResCare Holdings Corp., a Delaware corporation (“BrightSpring” and the closing of such acquisition, the “BrightSpring Closing”) by a wholly-owned subsidiary of Phoenix Parent Holdings Inc. on the date hereof, the parties to the Original Agreement desire to provide for the engagement of the Managers by the parent corporation of PharMerica and BrightSpring, Phoenix Guarantor Inc. (the “Company”) and to amend and restate the Original A
ContractBrightSpring Health Services, Inc. • January 10th, 2024 • Services-home health care services • New York
AMENDMENT NO. 4, dated as of April 8, 2021 (this “Amendment”), to First Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, as supplemented by the Joinder Agreement, dated as of September 30, 2019, as amended by Amendment No. 1, dated as of January 30, 2020, as amended by Joinder Agreement and Amendment No. 2, dated as of June 30, 2020, as amended by Joinder Agreement and Amendment No. 3, dated as of October 7, 2020 and as otherwise amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), among Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Phoenix Guarantor Inc. (the “Borrower”), the several lenders from time to time parties thereto, the Letter of Credit Issuers from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as the Administr
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Kentucky
THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is made as of May 1, 2014, between RES-CARE, INC., a Kentucky corporation (the “Company”), and Steven S. Reed (the “Employee”).
OPTION CANCELLATION AGREEMENTOption Cancellation Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware
THIS OPTION CANCELLATION AGREEMENT (this “Agreement”) is made and entered into this 22nd day of November, 2023 (the “Effective Date”), by and between BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), Jon B. Rousseau (“JBR”), and The Margaret Rousseau Children Trust (the “Children Trust”, and together with JBR, the “Equityholders”, and each an “Equityholder”). The Equityholders and the Company are collectively referred to herein as the “Parties”.
April 20, 2022BrightSpring Health Services, Inc. • January 10th, 2024 • Services-home health care services
In connection with that WBAD - Membership Agreement, dated May 30, 2018 (“Agreement”) by and between PharMerica Corporation (“PharMerica”) and Walgreens Boots Alliance Development GmbH (“WBAD”), WBAD and PharMerica wish to amend the Agreement as follows. Capitalized terms not defined herein have the meaning provided in the Agreement.
WBAD - MEMBERSHIP AGREEMENTWbad - Membership Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
This WBAD - MEMBERSHIP AGREEMENT (this “Agreement”), dated as of May 30, 2018, is by and among, Walgreens Boots Alliance Development GmbH, a private limited liability company incorporated under the laws of Switzerland, having its registered office at Bogenschützenstrasse 9A, CH 3008 Bern, Switzerland and registered in the Register of Commerce and Companies of the Canton of Bern under No CH-036.4.054.841-8 (“WBAD”), PharMerica Corporation (“PharMerica”). PharMerica and WBAD are collectively referred to herein as the “Parties”. Capitalized terms not defined in the body of this Agreement have the meaning provided in Exhibit 1 (Definitions). On the date this Agreement is fully executed, PharMerica shall become a member of WBAD and such date shall be considered the effective date of this Agreement (“Effective Date”).
JOINDER AGREEMENT AND AMENDMENT NO. 5Joinder Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
JOINDER AGREEMENT AND AMENDMENT NO. 5, dated as of April 16, 2021 (this “Agreement”), by and among Phoenix Guarantor Inc., a Delaware corporation (the “Borrower”), the Amendment No. 5 Incremental Term Loan Lenders (as defined below) party hereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent.
ContractBrightSpring Health Services, Inc. • January 10th, 2024 • Services-home health care services • New York
AMENDMENT No. 1, dated as of April 15, 2020 (this “Amendment”), to Second Lien Credit Agreement, dated as of March 5, 2019 (as amended by the Technical Amendment, dated May 13, 2019, and as otherwise may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Phoenix Intermediate Holdings Inc., a Delaware corporation (“Holdings”), Phoenix Guarantor Inc. (the “Borrower”), the several lenders from time to time parties thereto and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement or the Amended Credit Agreement (as defined below), as applicable).
TECHNICAL AMENDMENTTechnical Amendment • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
TECHNICAL AMENDMENT (this “Amendment”), dated as of May 17, 2019, to the Second Lien Credit Agreement dated as of March 5, 2019 (the “Credit Agreement”, terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement), among PHOENIX INTERMEDIATE HOLDINGS INC. (“Holdings”), PHOENIX GUARANTOR INC. (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent and the Collateral Agent (in such capacities, the “Administrative Agent”).
WALGREEN – AMERISOURCEBERGEN JOINDER AGREEMENT & EIGHTH AMENDMENT TO THE PHARMACEUTICAL PURCHASE AND DISTRIBUTION AGREEMENTJoinder Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services
This Joinder Agreement & Eighth Amendment to the Pharmaceutical Purchase And Distribution Agreement (“Eighth Amendment”) is entered into as of December 7, 2017 by AmerisourceBergen Drug Corporation, a Delaware corporation, and its affiliate, J.M. Blanco, Inc. (“Blanco”), a Delaware corporation (collectively, “ABDC”), on the one hand, and Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”), Walgreen Co., an Illinois corporation and its affiliates, Walgreen of San Patricio, Inc., a Puerto Rico corporation, Walgreen of Puerto Rico, Inc., a Puerto Rico corporation, Take Care Health Systems, LLC, Take Care Employer Solutions, LLC, and other affiliates of WBA designated by WBA (collectively with WBA, “Walgreen”), on the other hand, to amend that certain Pharmaceutical Purchase and Distribution Agreement entered into by and between ABDC and Walgreen as of March 18, 2013, as amended (the “Agreement”). Capitalized terms not defined in the body of this Eighth Amendment have the meanin
BRIGHTSPRING HEALTH SERVICES, INC., as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent and Security Registrar First Supplemental Indenture Dated as of [•], 2024 to Indenture Dated as of [•], 2024 [•]% Senior...Indenture • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of [•], 2024 (this “Supplemental Indenture”) between BRIGHTSPRING HEALTH SERVICES, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), Paying Agent and Security Registrar, supplementing the Indenture dated as of [•], 2024, between the Company and the Trustee (the “Base Indenture”).
