Transaction Overview - BrightSpring Health Services has entered into a definitive agreement to divest its Community Living business, ResCare Community Living, to Sevita for 835millionincashconsideration[1]−Thetransactionisexpectedtoclosein2025,subjecttoregulatoryapprovalsandtypicalclosingconditions[1]−ThedivestedCommunityLivingbusinessisexpectedtogenerateapproximately1.2 billion in Revenue and 128millionofAdjustedEBITDAin2024[8]Post−DivestitureBusinessFocus−Followingthedivestiture,BrightSpring′sProviderServiceswillfocusonHomeHealthandHospice,PersonalCare,RehabilitationServices,andPrimaryCare[2]−Thestreamlinedserviceofferingsareexpectedtoresultinincreasedstrategicfocus,operationalefficiencies,andgreaterclinicalintegrationacrosstheProviderServicesandPharmacySolutionssegments[4]−ThetransactionisexpectedtobeaccretivetobothCompanyandProviderServicesRevenuegrowthandAdjustedEBITDAgrowth[2]FinancialImpactandUseofProceeds−BrightSpringexpectstorealizeapproximately715 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 11,200millionto11,300 million and Adjusted EBITDA of approximately 588million[16]−For2025,theCompanyisinitiatingguidanceexcludingtheCommunityLivingbusiness,withNetRevenueexpectedtobe11,500 million to 12,000millionandAdjustedEBITDAexpectedtobe540 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]