Exhibit 4.8
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
BrightSpring Health Services, Inc. (the “Company,” “BTSG,” “we,” or “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) the Company’s common stock, par value $0.01 per share (“common stock”), and (2) the Company’s 6.75% Tangible Equity Units (the “Units”).
The following description of the terms of our common stock and Units is only a summary. This description is subject to, and qualified in its entirety by our Second Amended and Restated Certificate of Incorporation (the “Articles of Incorporation”), Amended and Restated Bylaws (the “Bylaws”), and applicable provisions of Delaware law, and in the case of the Units, the indenture dated as of January 30, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of January 30, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, paying agent and security registrar (collectively, the “Indenture”), and the Purchase Contract Agreement, dated as of January 30, 2024, between the Company and U.S. Bank Trust Company, National Association, as purchase contract agent, as attorney-in-fact for the holders from time to time as provided therein and as trustee under the Indenture (the “Purchase Contract Agreement”). We encourage you to read our Articles of Incorporation, Bylaws, Indenture and Purchase Contract Agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K, of which this Exhibit 4.8 is a part, and the applicable provisions of Delaware law for additional information.
Under the Articles of Incorporation, the Company is authorized to issue 1,500,000,000 shares of common stock, par value $0.01 per share. The Company is also authorized to issue 250,000,000 shares of preferred stock, par value $0.01 per share (“preferred stock”), all of which shares of preferred stock are currently undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time to time.
DESCRIPTION OF CAPITAL STOCK
Common Stock
Voting Rights
Holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of our common stock vote to elect our directors by a plurality of the votes cast. On all other matters other than those specified in our Articles of Incorporation and Bylaws, where a 66 2/3% vote of the then outstanding shares of our common stock is required, the affirmative vote of a majority in voting power of shares present at a meeting of the holders of our common stock is required.
Dividend Rights and Limitations
Holders of shares of our common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Liquidation Rights
Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our common stock will be entitled to receive our remaining assets available for distribution.