BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On March26, 2018, Bright Horizons Family Solutions Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC (the “Underwriter”) and the selling stockholders listed on Schedule I thereto (the “Selling Stockholders”), relating to the underwritten offering of 4,606,062shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Offering”). All of the Shares are being sold by the Selling Stockholders. The Underwriter has agreed to purchase the Shares from the Selling Stockholders to the Underwriting Agreement at a price of $102.35 per share. In addition, to the Underwriting Agreement, the Company has agreed to purchase from the Underwriter 800,000 Shares being sold by the Selling Stockholders to the Underwriter, at a price per share equal to the price being paid by the Underwriter to the Selling Stockholders, resulting in an aggregate purchase price of $81,880,000 (the “Share Repurchase”). The Company intends to fund the Share Repurchase with cash on hand and borrowings under the Company’s revolving credit facility.

The Offering is being made only by means of a prospectus. An automatic shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the Securities and Exchange Commission (“SEC”) on May10, 2017, and became effective upon filing (Registration No.333-217847) (the “Registration Statement”). A prospectus supplement relating to the Offering was filed with the SEC on March28, 2018. The closing of the Offering and the Share Repurchase is expected to take place on March29, 2018, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K.

Ropes& Gray LLP, counsel to the Company, has issued an opinion to the Company, dated March28, 2018, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit5.1 to this Current Report on Form 8-K. Certain information relating to PartII, Item14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit99.1 to this Current Report on Form8-K.

BRIGHT HORIZONS FAMILY SOLUTIONS INC. Exhibit
EX-1.1 2 d447771dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version Bright Horizons Family Solutions Inc. 4,…
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About BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM)

Bright Horizons Family Solutions Inc. is a provider of child care, early education and other services. The Company provides services under multi-year contracts with employers offering child care and other dependent care solutions as part of their employee benefits packages. Its segments include full service center-based care services, back-up dependent care services and other educational advisory services. Full service center-based care segment includes center-based child care, preschool and elementary education. Back-up dependent care segment includes center-based back-up child care, in-home well child care, in home mildly ill child care and adult/elder care. The Company’s other educational advisory services segment includes its college preparation and admissions advisory services, as well as tuition reimbursement administration and educational advising services. The Company operates over 300 nurseries in the United Kingdom and approximately 1,000 across the world.