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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/19/08 Bright Horizons Family Solut… Inc SC 13E3 12:16M Bright Horizons Family Solut… Inc Bowne of Atlanta Inc/FA Bain Capital Fund X, L.P. Joshua Bekenstein Swingset Acquistion Corp. Swingset Holdings Corp. |
Document/Exhibit Description Pages Size
1: SC 13E3 Bright Horizons Family Solutions SC 13E3 HTML 110K
2: EX-99.(B)(1) EX-99.(B)(1) Letter Agreement, Dated as of HTML 61K
January 14, 2008, Among Goldman Sachs
Credit Partners, L.P., Swingset Holdings
Corp. and Swingset Acquisition Corp.
3: EX-99.(B)(2) EX-99.(B)(2) Letter Agreement, Dated as of HTML 67K
January 14, 2008, Among Gs Mezzanine
Partners V,L.P., Swingset Holdings Corp.
and Swingset Acquisition Corp.
4: EX-99.(B)(3) EX-99.(B)(3) Limited Guarantee, Dated as of HTML 41K
January 14, 2008,By Bain Capital Fund X,
L.P. in Favor of Bright Horizons Family
Solutions, Inc.
5: EX-99.(B)(4) EX-99.(B)(4) Letter Agreement, Dated as of HTML 28K
January 14, 2008, Among Bain Capital
Fund X, L.P. and Swingset Holdings Corp.
6: EX-99.(C)(3) EX-99.(C)(3) Presentation of Goldman, Sachs & HTML 73K
Co. to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc., Dated June 13,
2007.
7: EX-99.(C)(4) EX-99.(C)(4) Presentation of Goldman, Sachs & HTML 36K
Co. to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc., Dated November
6, 2007.
8: EX-99.(C)(5) EX-99.(C)(5) Presentation of Goldman, Sachs & HTML 30K
Co. to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc. Dated January 9,
2008.
9: EX-99.(C)(6) EX-99.(C)(6) Presentation of Goldman, Sachs & HTML 21K
Co. to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc. Dated January 13,
2008.
10: EX-99.(C)(7) EX-99.(C)(7) Presentation of Evercore Group HTML 181K
L.L.C to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc. Dated November 6,
2007.
11: EX-99.(C)(8) EX-99.(C)(8) Presentation of Evercore Group HTML 91K
L.L.C to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc. Dated January 9,
2008.
12: EX-99.(C)(9) EX-99.(C)(9) Presentation of Evercore Group HTML 97K
L.L.C. to the Special Committee of the
Board of Directors of Bright Horizons
Family Solutions, Inc., Dated January
13, 2008.
| Bright Horizons Family Solutions SC 13E3 |
| James H. Cheek, III, Esq. | Creighton O’M. Condon, Esq. | R. Newcomb Stillwell, Esq. | ||
| Howard H. Lamar III, Esq. | Eliza W. Swann, Esq. | William M. Shields, Esq. | ||
| Bass, Berry & Sims PLC | Shearman & Sterling LLP | Ropes & Gray LLP | ||
| 315 Deaderick Street | 599 Lexington Avenue | One International Place | ||
| Suite 2700 | New York, NY 10022 | Boston, MA 02110 | ||
| Nashville, TN 37238 | (212) 848-4000 | (617) 951-7000 | ||
| (615) 742-6200 |
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a. | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
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b. | The filing of a registration statement under the Securities Act of 1933. | ||
o
|
c. | A tender offer. | ||
o
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d. | None of the above. |
| Transaction Valuation* | Amount of Filing Fee** | |
| $1,314,749,169.12 | $51,669.64 | |
| * | The transaction value was determined based upon the sum of (a) $48.25 per share of 26,286,252 shares of Bright Horizons Common Stock, (b) $48.25 minus the weighted average exercise price of $22.34 per share of outstanding options to purchase 1,787,407 shares of Bright Horizons Common Stock, and (c) $48.25 per share with respect to 2,607 shares of Bright Horizons Common Stock issuable upon the conversion of restricted share units. |
| ** | The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the transaction value by 0.00003930. |
| ţ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (a) | Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows: |
| (b) | Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Trading Market and Price. The information set forth in the Proxy Statement under the caption “Important Information About Bright Horizons — Market Price and Dividend Data” is incorporated herein by reference. | ||
| (d) | Dividends. The information set forth in the Proxy Statement under the caption “Important Information About Bright Horizons — Market Price and Dividend Data” is incorporated herein by reference. | ||
| (e) | Prior Public Offerings. None. | ||
| (f) | Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “Important Information About Bright Horizons — Prior Stock Purchases” is incorporated herein by reference. |
| (a) | Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Business and Background of Natural Persons. The information set forth in the Proxy Statement in Annex E — Information Relating to Parent, Merger Sub, Bain and Bright Horizons Directors and Executive Officers and Bright Horizons Directors and Executive Officers is incorporated herein by reference. |
| (a) | Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (d) | Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (e) | Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the caption “Special Factors — Provisions for Unaffiliated Security Holders” is incorporated herein by reference. | ||
| (f) | Eligibility for Listing or Trading. Not applicable. |
| (a) | Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (e) | Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (a) | Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (d) | Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (a) | Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (d) | Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (e) | Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (f) | Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (a) | Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Bright Horizons Common Stock. |
| (a) | Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (c) | Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (d) | Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (a) | Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| Except as set forth in the Proxy Statement under the caption “Important Information About Bright Horizons — Security Ownership of Certain Beneficial Owners and Management”, none of the persons or entities identified in response to Item 3 of this Transaction Statement beneficially own any shares of Bright Horizons Common Stock. |
| (b) | Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| Except as set forth in the Proxy Statement under the caption “Important Information About Bright Horizons — Prior Stock Purchases”, none of the persons or entities identified in response to Item 3 of this Transaction Statement have effected any transactions in shares of Bright Horizons Common Stock during the past 60 days. |
| (d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (e) | Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (a) | Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Pro Forma Information. Not applicable. |
| (a) | Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| (b) | Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference. |
(a)(1)
|
Letter to Stockholders of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Bright Horizons Family Solutions, Inc. with the Securities and Exchange Commission on February 19, 2008 (as amended, the “Proxy Statement”) | |
(a)(2)
|
Notice of Special Meeting of Stockholders of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement | |
(a)(3)
|
Proxy Statement of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement | |
(b)(1)
|
Letter Agreement, dated as of January 14, 2008, among Goldman Sachs Credit Partners L.P., Swingset Holdings Corp. and Swingset Acquisition Corp. | |
(b)(2)
|
Letter Agreement, dated as of January 14, 2008, among GS Mezzanine Partners V, L.P., Swingset Holdings Corp. and Swingset Acquisition Corp. | |
(b)(3)
|
Limited Guarantee, dated as of January 14, 2008, by Bain Capital Fund X, L.P. in favor of Bright Horizons Family Solutions, Inc. | |
(b)(4)
|
Letter Agreement, dated as of January 14, 2008, among Bain Capital Fund X, L.P. and Swingset Holdings Corp. | |
(c)(1)
|
Fairness Opinion of Goldman, Sachs & Co., dated as of January 14, 2008, incorporated herein by reference to the Proxy Statement | |
(c)(2)
|
Fairness Opinion of Evercore Group L.L.C., dated as of January 14, 2008, incorporated herein by reference to the Proxy Statement | |
(c)(3)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc. dated June 13, 2007 | |
(c)(4)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc. dated November 6, 2007 | |
(c)(5)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 9, 2008 | |
(c)(6)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 13, 2008 |
(c)(7)
|
Presentation of Evercore Group L.L.C. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc. dated November 6, 2007 | |
(c)(8) |
Presentation of Evercore Group L.L.C. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 9, 2008 | |
(c)(9)
|
Presentation of Evercore Group L.L.C. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 13, 2008 | |
(d)(1)
|
Agreement and Plan of Merger, dated as of January 14, 2008, by and among Bright Horizons Family Solutions, Inc., Swingset Holding Corp. and Swingset Acquisition Corp., incorporated herein by reference to the Proxy Statement | |
(f)(1)
|
Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex D of the Proxy Statement | |
(g)
|
None |
| BRIGHT HORIZONS FAMILY SOLUTIONS, INC. | ||||||
| By: Name: |
/s/ Stephen I. Dreier
|
|||||
| Title: | Chief Administrative Officer and Secretary | |||||
| SWINGSET HOLDINGS CORP. | ||||||
| By: | /s/ Andrew Balson | |||||
| Name: | Andrew Balson | |||||
| Title: | Authorized Person | |||||
| SWINGSET ACQUISITION CORP. | ||||||
| By: | /s/ Andrew Balson | |||||
| Name: | Andrew Balson | |||||
| Title: | Authorized Person | |||||
| BAIN CAPITAL FUND X, L.P. | ||||||
| By: Bain Capital Partners X, L.P., its General Partner | ||||||
| By: Bain Capital Investors, LLC, its General Partner | ||||||
| By: | /s/ Andrew Balson | |||||
| Name: | Andrew Balson | |||||
| Title: | A Duly Authorized Representative | |||||
| JOSHUA BEKENSTEIN | ||||||
| By: | /s/ Joshua Bekenstein | |||||
| Name: | Joshua Bekenstein | |||||
(a)(1)
|
Letter to Stockholders of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Bright Horizons Family Solutions, Inc. with the Securities and Exchange Commission on February 19, 2008 (as amended, the “Proxy Statement”) | |
(a)(2)
|
Notice of Special Meeting of Stockholders of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement | |
(a)(3)
|
Proxy Statement of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement | |
(b)(1)
|
Letter Agreement, dated as of January 14, 2008, among Goldman Sachs Credit Partners L.P., Swingset Holdings Corp. and Swingset Acquisition Corp. | |
(b)(2)
|
Letter Agreement, dated as of January 14, 2008, among GS Mezzanine Partners V, L.P., Swingset Holdings Corp. and Swingset Acquisition Corp. | |
(b)(3)
|
Limited Guarantee, dated as of January 14, 2008, by Bain Capital Fund X, L.P. in favor of Bright Horizons Family Solutions, Inc. | |
(b)(4)
|
Letter Agreement, dated as of January 14, 2008, among Bain Capital Fund X, L.P. and Swingset Holdings Corp. | |
(c)(1)
|
Fairness Opinion of Goldman, Sachs & Co., dated as of January 14, 2008, incorporated herein by reference to the Proxy Statement | |
(c)(2)
|
Fairness Opinion of Evercore Group L.L.C., dated as of January 14, 2008, incorporated herein by reference to the Proxy Statement | |
(c)(3)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc. dated June 13, 2007 | |
(c)(4)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc. dated November 6, 2007 | |
(c)(5)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 9, 2008 | |
(c)(6)
|
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 13, 2008 | |
(c)(7)
|
Presentation of Evercore Group L.L.C. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc. dated November 6, 2007 | |
(c)(8)
|
Presentation of Evercore Group L.L.C. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 9, 2008 | |
(c)(9)
|
Presentation of Evercore Group L.L.C. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated January 13, 2008 | |
(d)(1)
|
Agreement and Plan of Merger, dated as of January 14, 2008, by and among Bright Horizons Family Solutions, Inc., Swingset Holding Corp. and Swingset Acquisition Corp., incorporated herein by reference to the Proxy Statement | |
(f)(1)
|
Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex D of the Proxy Statement | |
(g)
|
None |
| This ‘SC 13E3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/19/08 | PREM14A | ||
| 1/14/08 | 8-K, DEFA14A | |||
| 1/13/08 | ||||
| 1/9/08 | ||||
| 11/6/07 | ||||
| 6/13/07 | ||||
| List all Filings | ||||
