| SC 13E3/A | 1st Page of 14± | Bright Horizons Family Solut… LLC - SC 13E3/A | No Page-Breaks |
| Line 74:
Bright Horizons Family Solutions, Inc.
|
| Line 112:
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
|
| Line 117: (Name of the Issuer)
Bright Horizons Family Solutions, Inc.
Swingset Holdings Corp. |
| Line 134: Stephen I. Dreier
Chief Administrative Officer and Secretary
Bright Horizons Family Solutions, Inc.
200 Talcott Avenue South ... |
| Line 368: The transaction value was determined based upon the sum of
(a) $48.25 per share of 26,303,892
shares of Bright Horizons Common Stock, (b) $48.25 minus the weighted average exercise price
of $22.41 per share of outstanding options to purchase 1,769,183 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. |
| Line 407: Previously Paid: $51,679.67
Form or Registration No.: Schedule 14A
Filing Party: Bright Horizons Family Solutions, Inc.
Date Filed: April 3, 2008 ... |
| Line 434: This
Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto
(the “Transaction Statement”), is being filed by (1) Bright Horizons Family Solutions, Inc., a
Delaware corporation (“Bright Horizons” or the “Company”), the issuer of the Bright Horizons Common
Stock that is subject to the Rule 13e-3 transaction, (2) Swingset Holdings Corp., a Delaware
corporation (“Parent”), (3) Swingset Acquisition Corp., a Delaware corporation and a direct
wholly-owned subsidiary of Parent (“Merger Sub”), (4) Bain Capital Fund X, L.P., a Cayman Islands
limited partnership (“Bain”) and (5) Joshua Bekenstein , an individual (“Bekenstein”). Bright
Horizons, Parent, Merger Sub, Bain and Bekenstein are collectively referred to herein as the
“Filing Persons”. |
| Line 450: ... 2008 , by and among the Company, Parent and Merger Sub, Merger Sub will merge with and into the
Company, the separate corporate existence of Merger Sub will cease and the Company will continue as
the surviving corporation (the “Merger”). Upon completion of the Merger, each share of Bright
Horizons Common Stock issued and outstanding as of the effective time of the Merger (other than
shares held in the treasury of the Company, owned by Merger Sub, Parent or any wholly owned ... |
| Line 456: ... exercise appraisal rights under Delaware law) will be converted into the right to receive $48.25 in
cash. The Merger Agreement also provides that, upon consummation of the Merger, except as otherwise
agreed by a holder and Parent, all outstanding options to acquire Bright Horizons Common Stock will
become fully vested and immediately exercisable. All such options (other than certain options held ... |
| Line 461: Rollover Agreements (as defined in the Merger Agreement) (the “Rollover Holders”)) not exercised
prior to the consummation of the Merger will be cancelled and converted into the right to receive a
cash payment equal to the number of shares of Bright Horizons Common Stock underlying the options
multiplied by the amount by which $48.25 exceeds the option exercise price, without interest and ... |
| Line 467: ... cancelled and converted into the right to receive a cash payment equal to the number of outstanding
restricted shares multiplied by $48.25, without interest and less any applicable withholding taxes.
Additionally, all restricted share units will be converted into shares of Bright Horizons Common
Stock immediately prior to the Merger and such shares will be cashed out at $48.25 per share,
without interest and less any applicable withholding taxes. Certain options to purchase Bright
Horizons Common Stock held by certain of the Rollover Holders that are not exercised prior to
consummation of the Merger may be converted into options to acquire ... |
| Line 484: ... will consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger
Agreement requires the affirmative vote of stockholders holding at least a majority of the shares
of voting Bright Horizons Common Stock outstanding as of the close of business on the record date
relating to the special meeting of stockholders. |
| Line 504:
The filing of this Transaction Statement shall not be construed as an admission by any of the
Filing Persons or by any affiliate of a Filing Person, that Bright Horizons is “controlled” by any
other Filing Person or that any Filing Person is an “affiliate” of Bright Horizons within the
meaning of Rule 13e-3 under Section 13(e) of the Exchange Act. |
| Line 651:
Bright Horizons Family Solutions, Inc.
200 Talcott Avenue South ... |
| Line 682:
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 . |
| Line 693:
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. |
| Line 713:
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. |
| Line 745: “Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
Annex E — Information Relating to Parent, Merger Sub, Bain and Bright Horizons Directors and Executive Officers
|
| Line 763: “Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
“Important Information About Bright Horizons”
Annex E — Information Relating to Parent, Merger Sub, Bain and Bright Horizons Directors and Executive Officers
|
| Line 784:
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 . |
| Line 913: “Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors — Certain Relationships Between Parent and Bright Horizons”
|
| Line 943:
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About Bright Horizons — Prior Stock Purchases”
|
| Line 1,007: “Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Certain Effects of the Merger” ... |
| Line 1,030: “Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Certain Effects of the Merger” ... |
| Line 1,079:
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
|
| Line 1,098: “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Effects on the Company if the Merger is Not Completed” ... |
| Line 1,122: “Special Factors — Purpose and Reasons of Bain, Joshua Bekenstein , Parent and Merger Sub for the Merger”
“Special Factors — Opinions of Financial Advisors”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
|
| Line 1,142: “Special Factors — Background of the Merger”
“Special Factors — Purpose and Reasons of Bain, Joshua Bekenstein , Parent and Merger Sub for the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Completed”
“Special Factors — Delisting and Deregistration of Bright Horizons Common Stock”
“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders” ... |
| Line 1,217: “Special Factors — Opinions of Financial Advisors”
“Special Factors — Position of Bain, Joshua Bekenstein , Parent and Merger Sub as to Fairness”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger” ... |
| Line 1,260: “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Opinions of Financial Advisors” ... |
| Line 1,283: “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger” ... |
| Line 1,301:
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
|
| Line 1,332: “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
|
| Line 1,346: “Special Factors — Opinions of Financial Advisors”
“The Merger Agreement — Representations and Warranties”
“Important Information About Bright Horizons — Projected Financial Information”
Annex B — Opinion of Goldman, Sachs & Co. |
| Line 1,368: “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Opinions of Financial Advisors” ... |
| Line 1,384: 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. |
| Line 1,521: “Summary Term Sheet — Other Important Considerations”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About Bright Horizons — Security Ownership of Certain Beneficial Owners and Management”
|
| Line 1,532:
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.
|
| Line 1,553:
“Important Information About Bright Horizons — Security Ownership of Certain Beneficial Owners and Management”
“Important Information About Bright Horizons — Prior Stock Purchases”
|
| Line 1,565:
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.
|
| Line 1,602: Fairness of the Merger”
“Special Factors — Purpose and Reasons of Bain, Joshua Bekenstein , Parent and Merger Sub for the Merger”
“Special Factors — Purpose, Reasons and Plans for Bright Horizons after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger” ... |
| Line 1,636:
“Special Factors — Purposes, Reasons and Plans for Bright Horizons after the Merger”
|
| Line 1,663:
“Important Information About Bright Horizons — Historical Selected Financial Data”
“Important Information About Bright Horizons — Ratio of Earnings to Fixed Charges”
“Important Information About Bright Horizons — Book Value Per Share”
“Where You Can Find More Information” ... |
| Line 1,807:
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 April 3, 2008 (as amended, the “Proxy Statement”) ... |
| Line 1,820:
Notice of Special Meeting of Stockholders of Bright Horizons Family Solutions, Inc., incorporated herein by
reference to the Proxy Statement ... |
| Line 1,832:
Proxy Statement of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement
|
| Line 1,867:
Limited Guarantee, dated as of January 14, 2008 , by Bain Capital Fund X, L.P. in favor of Bright Horizons Family
Solutions, Inc.*
|
| Line 1,919: Presentation of Goldman,
Sachs & Co. to the Special Committee of the Board of
Directors of Bright Horizons Family Solutions, Inc. dated
June 13, 2007 * ... |
| Line 1,936: Presentation of Goldman,
Sachs & Co. to the Special Committee of the Board of
Directors of Bright Horizons Family Solutions, Inc. dated
November 6, 2007 * ... |
| Line 1,951:
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family
Solutions, Inc., dated January 9, 2008 *
|
| Line 1,965:
Presentation of Goldman, Sachs
& Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated
January 13, 2008 * ... |
| Line 2,001:
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 *
|
| Line 2,014: ... (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 *
|
| Line 2,027:
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 *
|
| Line 2,039:
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 ... |
| Line 2,120:
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
|
| Line 2,483:
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 April 3, 2008 (as amended, the “Proxy Statement”) ... |
| Line 2,496:
Notice of Special Meeting of Stockholders of Bright Horizons Family Solutions, Inc., incorporated herein by
reference to the Proxy Statement ... |
| Line 2,508:
Proxy Statement of Bright Horizons Family Solutions, Inc., incorporated herein by reference to the Proxy Statement
|
| Line 2,543:
Limited Guarantee, dated as of January 14, 2008 , by Bain Capital Fund X, L.P. in favor of Bright Horizons Family
Solutions, Inc.*
|
| Line 2,595: Presentation of Goldman,
Sachs & Co. to the Special Committee of the Board of
Directors of Bright Horizons Family Solutions, Inc. dated
June 13, 2007 * ... |
| Line 2,612: Presentation of Goldman,
Sachs & Co. to the Special Committee of the Board of
Directors of Bright Horizons Family Solutions, Inc. dated
November 6, 2007 * ... |
| Line 2,625:
Presentation of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Bright Horizons Family
Solutions, Inc., dated January 9, 2008 *
|
| Line 2,639:
Presentation of Goldman, Sachs
& Co. to the Special Committee of the Board of Directors of Bright Horizons Family Solutions, Inc., dated
January 13, 2008 * ... |
| Line 2,653:
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 *
|
| Line 2,668:
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 *
|
| Line 2,682:
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 *
|
| Line 2,696:
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 ... |
