|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
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.
| EX-99.(c)(6) Presentation of Goldman, Sachs & Co. |
| Project Swingset Presentation to the Special Committee Strictly Private and Confidential Goldman, Sachs & Co. 13-January-2008 |
| Table of Contents I. Financing Overview II. Business Plan III. Trading Review IV. Financial Analysis Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax struct ure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. |
| I.Financing Overview |
| Overview of Basic Capital Structure and Financing Terms Illustrative Capital StructureSummary of Selected Terms n n n n n n n n nSelected Conditions Precedent (Incomplete Summary)n Concurrent transactions (equity and debt and mezzanine contributions) n Business MAC (including the existence of any material adverse claims in the aggregate) n Satisfactory completion of documentation n Assignment of credit ratings by Moody♫ 6;s and S&P n Company commitment to facilitate the syndication of the debt financings prior to funding n No default under Loan DocumentsNote: The above key terms are an incomplete summary and should be read in conjunction with the financing commitment letters provided to the Special Committee. Pricing assumes no flex for senior debt. |
| II.Business Plan |
| Management Business Plan ($ in millions) Source: |
| Management Business Plan vs. Broker Forecasts Comparison of Estimates Before and After Q3 Results Source: |
| Financial Outlook in Context of Long-Term Performance Growth and Margin Revenue Growth (Reported and Management Business Plan)EBITDA Margin (Before Equity Expense)Source: Projections for 2007 — 2012E based on Management business plan; historical figures based on Wall Street Research. Note: 2006 and 2007 includes impact of closure of centers in Ireland and UAW/Ford related closures. |
| III.Trading Review |
| Bright Horizons Recent Share Price Performance Past 1-Year YTD Stock Price PerformanceResearch Analyst Consensus EPS (Median)Pre-Announcement Post-Announcement Research Analyst Consensus EBITDA (Median) Pre-Announcement Post-Announcement |
| Bright Horizons Share Price in Context Historical Stock Price Performance (Past 5 Years Source) |
| Long-Term Perspective on Trading Multiples EV / LTM EBITDA and FY1 P/E Source EV / LTM EBITDA MultipleFY1 P/E Multiple |
| IV.Financial Analysis |
| 1. Illustrative Public Market Analysis — Discounted Prices Based on Forward P/E Multiples Note Present Value of Future Share PricePresent Value of Future Share PriceBased on IBES Median Estimates Based on Management Projections |
| 2. Illustrative Leveraged Recapitalization Analysis Source:Note: Share Repurchase End of Q1 2008 — Impact on FY2009 Management Estimates $ in millions, except per share data Size of Buyback ($mm)% of Shares Outstanding11.1%15.5%20.6%25.2%29.5%33.7% Credit ImpactIndicative RatingBa2 / BBBa2 / BBBa3 / BB-Ba3 / BB-B1 / B+B1 / B+Debt / EBITDA1.00x1.45x1.91x2.36x2.81x3.27xAdj. Debt / EBITDAR12.14x2.49x2.84x3.19x3.54x3.89xWeighted Average Cost of Debt7.25%7.50%7.63%8.00%8.25%8.50% Earnings Impact (FY2009)PF FY2009Net Income$61$58$56$53$50$47PF FY2009EPS$2.57$2.59$2.64$2.66$2.67$2.66FY2009EPS Accretion5.7%6.7%8.8%9.5%9.9%9.6% PF Value to Shareholders Based on Current Forward IBES P/E,$37.05$37.52$37.99$38.21$38.43$38.55PF Value to Shareholders Based on LTM Average Forward P/E$43.81$44.01$44.21$44.11$44.01$43.78 |
| 3. Illustrative LBO Analysis Equity Returns at Various Prices ($ in millions, except per share data) Note: LTM EBITDA of $110.2m (pre equity expense) and $105.4m (post equity expense) per management estimates of projected closing date (Q1 2008). |
| ).4. Illustrative Private Market Analysis Selected M&A Transactions $ in millionsNote:Note: EV / LTM EBITDA MultiplesDateTargetLaureate Inc.Whitman Education GroupRoss UniversityEducate Inc.La Petite AcademyKindercare Learning CentersBusy Bees ChildcareAcquirorKKR, Citigroup, Private Equity, SAC Capital and Sterling Capital PartnersCareer EducationDeVrySterling Capital Partners, Citigroup, Private EquityABC LearningKnowledge UniverseABC LearningEV ($mm)$3,815.0$267.8$310.0$534.0$330.0$973.3$108.9Target Businessn Post-secondary education provider in Europe and Latin America and online post-secondar y education in the U.S.n Provider of career oriented post secondary educationn Provider of medical and veterinary educationn Provider of tutorial and other supplemental education services to pre-kindergarten through twelfth grade studentsn Provider of center-based education services and childcare to children between 6 weeks and 12 yearsn Private provider of early childhood education and care in the United Statesn Provider of childcare services and infant care nurseries to the employees of public a nd private sector companies |
| 4. Illustrative Private Market Analysis Premia Paid in All Cash Deals vs. Premium of 38% for Bright HorizonsSource Last Four Years — 1 Month Prior 2004200520062007 |
| 5. Illustrative DCF Analysis Financial Sensitivities $ in millions, except per share data |
| 5. Illustrative DCF Analysis Business Sensitivities $ in millions, except per share data |