SEC Comment Letter 0000000000-24-000763 to BrightSpring Health Services, Inc. (BTSG)
BrightSpring Health Services, Inc.
Date: Jan. 19, 2024 · CIK: 0001865782 · Accession: 0000000000-24-000763
AI Filing Summary & Sentiment
File numbers found in text: 333-276348
Letter
United States securities and exchange commission logo January 19, 2024 Jon Rousseau President and Chief Executive Officer BrightSpring Health Services, Inc. 805 N. Whittington Parkway Louisville, Kentucky 40222 Re:BrightSpring Health Services, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed January 17, 2024 File No. 333-276348 Dear Jon Rousseau: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 2, 2024 letter. Amendment No. 2 to Registration Statement on Form S-1 filed January 17, 2024 Exhibits 1.We note that the legality opinions filed as Exhibits 5.1 and 5.2 assume that when the Board, or a duly authorized committee of the Board, has taken all necessary corporate action to authorize and approve the issuance of the respective securities, such securities will be validly issued, fully paid and nonassessable or will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. Once the Board has approved the 15.7027 for-one stock split of the Company’s common stock or taken any other requisite corporate action, please file revised opinions that do not assume appropriate corporate actions have been taken to authorize the issuance of the respective securities. For guidance, please see Section II.B.3.a of Staff Legal Bulletin No. 19 (CF).
FirstName LastNameJon Rousseau Comapany NameBrightSpring Health Services, Inc. January 19, 2024 Page 2 FirstName LastName Jon Rousseau BrightSpring Health Services, Inc. January 19, 2024 Page 2 Please contact Kristin Lochhead at 202-551-3664 or Jeanne Baker at 202-551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Sunny Cheong, Esq.
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United States securities and exchange commission logo
January 19, 2024
Jon Rousseau
President and Chief Executive Officer
BrightSpring Health Services, Inc.
805 N. Whittington Parkway
Louisville, Kentucky 40222
Re:BrightSpring Health Services, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 17, 2024
File No. 333-276348
Dear Jon Rousseau:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 2, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed January 17, 2024
Exhibits
1.We note that the legality opinions filed as Exhibits 5.1 and 5.2 assume that when the
Board, or a duly authorized committee of the Board, has taken all necessary corporate
action to authorize and approve the issuance of the respective securities, such securities
will be validly issued, fully paid and nonassessable or will constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance with
their terms. Once the Board has approved the 15.7027 for-one stock split of the
Company’s common stock or taken any other requisite corporate action, please file
revised opinions that do not assume appropriate corporate actions have been taken to
authorize the issuance of the respective securities. For guidance, please see Section
II.B.3.a of Staff Legal Bulletin No. 19 (CF).
FirstName LastNameJon Rousseau
Comapany NameBrightSpring Health Services, Inc.
January 19, 2024 Page 2
FirstName LastName
Jon Rousseau
BrightSpring Health Services, Inc.
January 19, 2024
Page 2
Please contact Kristin Lochhead at 202-551-3664 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Sunny Cheong, Esq.