BTSG 10-Q filed 2026-07-31 | Key takeaways
BTSG filed its 10-Q; the most relevant disclosure change is added Debt and credit facility: On May 28, 2026, BrightSpring used $300.0 million of Community Living divestiture proceeds to repay Tranche B-5 and established new Tranche B-6 of $2,214.9 million at SOFR + 2.00% (or ABR + 1.00%), maturing February 21, 2031; Revolver and Swingline rates also. Customer concentration: No single customer disclosed represented 0 (none ≥10%) of revenue.
Key takeaways
Capital structure deleveraging: $300.0 million of Community Living divestiture proceeds were used on May 28, 2026 to repay Tranche B-5, and Tranche B-6 of $2,214.9 million was established at SOFR + 2.00% (down from SOFR + 2.50%), maturing February 21, 2031.
Liquidity and leverage improvement: cash and equivalents rose to $550.4 million from $88.4 million, total debt fell to $2,249.3 million from $2,569.7 million, company leverage dropped to 2.15x from 2.99x, and total liquidity reached $1,026.5 million versus $565.6 million.
June 2026 secondary offering and concurrent buyback: KKR Stockholder and certain management stockholders sold 14,999,771 common shares, while the company repurchased 1,026,465 shares at $58.453 per share for $60.0 million; combined with the March 2026 concurrent repurchase, year-to-date buybacks total $120.0 million on 2,491,272 shares.
Community Living divestiture: sale to National Mentor Holdings closed March 30, 2026 for $810.9 million cash proceeds, generating a $101.9 million pre-tax gain ($29.7 million net of tax) and a $97.0 million cash tax payment in the first half of 2026.
Segment growth: Pharmacy Solutions segment revenue rose 22.1% to $3.4 billion and Provider Services revenue rose 30.3% to $466.0 million in Q2 2026.
TEU conversions: 2,526,146 Tangible Equity Units were converted into common stock during the three and six months ended June 30, 2026, with remaining Purchase Contracts settling February 1, 2027 into a minimum of 26.2 million or maximum of 30.8 million common shares.
Insider activity: Scott Greenwell, Executive Vice President and President, PharMerica, entered into a Rule 10b5-1 trading plan on June 16, 2026 for the sale of up to 11,973 shares effective September 14, 2026.
Key metrics
Customer concentration
Disclosure changes
- Debt and credit facility
On May 28, 2026, BrightSpring used $300.0 million of Community Living divestiture proceeds to repay Tranche B-5 and established new Tranche B-6 of $2,214.9 million at SOFR + 2.00% (or ABR + 1.00%), maturing February 21, 2031; Revolver and Swingline rates also stepped down 75 bps to SOFR + 2.00% and ABR + 1.00%, respectively. Total debt decreased to $2,249.3 million at June 30, 2026 from $2,569.7 million at December 31, 2025.
Lower spread and $300.0 million paydown reduced interest expense and lowered company leverage to 2.15x from 2.99x; new Revolver pricing improves standby liquidity cost. - Equity offerings and share repurchases
In June 2026, KKR Stockholder and certain management stockholders completed a registered secondary offering of 14,999,771 shares; BrightSpring concurrently repurchased 1,026,465 shares at $58.453 per share for $60.0 million. Combined with the March 2026 secondary offering and $60.0 million concurrent repurchase, total YTD share repurchases under this structure were $120.0 million for 2,491,272 shares.
Continued secondary offerings and concurrent buybacks reduce share count impact from insider sales and signal capital return discipline funded by divestiture proceeds. - Discontinued operations
Community Living divestiture to National Mentor Holdings closed March 30, 2026 for $810.9 million cash, generating pre-tax gain on sale of $101.9 million ($29.7 million net of tax) and triggering $97.0 million in cash taxes paid in first-half 2026. Company entered an 18-month transition services agreement with the Purchaser.
Completion monetizes $810.9 million of cash, simplifies operations to Senior and Specialty focus, and crystallizes tax liability from the gain. - Tangible Equity Units
During Q2 2026, 2,526,146 TEUs were converted into 2,526,146 common shares at the holders' option; remaining Purchase Contracts settle February 1, 2027 into 26.2 million minimum or 30.8 million maximum shares based on the 20-day VWAP.
Holders are settling TEUs ahead of the February 2027 mandatory settlement date, which reduces future share dilution uncertainty and the Amortizing Notes balance. - Business combinations and purchase price allocation
Amedisys and LHC Branches Acquisition has 17 of 18 state branches closed as of June 30, 2026; allocation remains provisional pending third-party valuations; goodwill includes measurement period adjustments.
Pending allocation adjustments could materially shift amounts allocated to goodwill and intangibles upon finalization by December 1, 2026. - Goodwill
Goodwill declined to $2,535,244 thousand at June 30, 2026 from $2,545,673 thousand at December 31, 2025, including $10,289 thousand of measurement period adjustments to Provider Services goodwill.
Measurement period adjustments to provisional acquisition accounting flow through goodwill and may foreshadow final allocation when completed by December 1, 2026.
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