Transaction Overview - BrightSpring Health Services has entered into a definitive agreement to divest its Community Living business, ResCare Community Living, to Sevita for $835 million in cash consideration [1] - The transaction is expected to close in 2025, subject to regulatory approvals and typical closing conditions [1] - The divested Community Living business is expected to generate approximately $1.2 billion in Revenue and $128 million of Adjusted EBITDA in 2024 [8] Post-Divestiture Business Focus - Following the divestiture, BrightSpring's Provider Services will focus on Home Health and Hospice, Personal Care, Rehabilitation Services, and Primary Care [2] - The streamlined service offerings are expected to result in increased strategic focus, operational efficiencies, and greater clinical integration across the Provider Services and Pharmacy Solutions segments [4] - The transaction is expected to be accretive to both Company and Provider Services Revenue growth and Adjusted EBITDA growth [2] Financial Impact and Use of Proceeds - BrightSpring expects to realize approximately $715 million of after-tax cash proceeds from the transaction [9] - The net proceeds will primarily be used for debt paydown, strengthening the Company's balance sheet and reducing interest expense [9] - The divestiture is expected to increase Company Revenue and EBITDA Growth Rates and Cash Conversion, as well as Provider Services Revenue and EBITDA Growth Rates and Margin [7] Preliminary 2024 Results and 2025 Guidance - BrightSpring expects to report full year 2024 financial results above the guidance previously provided, with Net Revenue of $11,200 million to $11,300 million and Adjusted EBITDA of approximately $588 million [16] - For 2025, the Company is initiating guidance excluding the Community Living business, with Net Revenue expected to be $11,500 million to $12,000 million and Adjusted EBITDA expected to be $540 million to $555 million [17] Strategic Rationale - The divestiture allows BrightSpring to focus on a concentrated group of customers, patients, and stakeholders, maximizing exposure to target growth markets such as home health, rehab, primary care, hospice, and specialty and home and community pharmacy [4] - The transaction accelerates the Company's deleveraging path towards the long-term target of less than 3.0x [4] Industry and Company Background - BrightSpring Health Services is a leading provider of home and community-based pharmacy and health services for complex populations, serving over 400,000 customers, clients, and patients daily [19] - Sevita, the acquirer, has over 50 years of experience in providing home and community-based care for individuals with intellectual and developmental disabilities, serving 50,000 individuals in 40 states [20]
BrightSpring Health Services, Inc. Enters into Definitive Agreement to Divest Community Living Business to Sevita; Reports Preliminary 2024 Financial Results and Provides 2025 Guidance Excluding Community Living