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

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

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Item1.01

Entry into a Material Definitive Agreement

Underwriting Agreement

On May10, 2017, 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 4,150,000shares (the Shares)
of the Companys 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 $79.25 per share. In addition, to the Underwriting
Agreement, the Company has agreed to purchase from the
Underwriter 650,000 shares of common stock 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
$51,512,500 (the Share Repurchase). The Company intends to
fund the Share Repurchase with cash on hand and borrowings under
the Companys 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 May10, 2017. The
closing of the Offering and the Share Repurchase is expected to
take place on May16, 2017, subject to the satisfaction of
customary closing conditions. A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K.

Item8.01 Other Events

Ropes Gray LLP, counsel to the Company, has issued an opinion to
the Company, dated May12, 2017, regarding the Shares to be sold
in the Offering. A copy of the opinion is filed as Exhibit 5.1 to
this Current Report on Form 8-K. Certain information relating to
Part II, Item 14 Other Expenses of Issuance and Distribution of
the Registration Statement is filed as Exhibit 99.1 to this
Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated May 10, 2017, by and among the
Company, the Underwriter and the Selling Stockholders.
5.1 Opinion of Ropes Gray LLP
23.1 Consent of Ropes Gray LLP (included in Exhibit 5.1 above)
99.1 Information relating to Part II, Item 14 Other Expenses of
Issuance and Distribution of the Registration Statement.


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.

BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) Recent Trading Information

BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) closed its last trading session down -0.46 at 78.19 with 1,615,432 shares trading hands.

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