Bright Horizons Family Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On June 1, 2026 (the “Closing Date”), Bright Horizons Family Solutions LLC (the “Borrower”), a wholly-owned indirect subsidiary of Bright Horizons Family Solutions Inc. (the “Company”), entered into the Fifth Amendment to Second Amended and Restated Credit Agreement, by and among the Borrower, Bright Horizons Capital Corp., certain subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent (as defined in the Amended Credit Agreement (as defined below)), the 2026 Term A Lenders (as defined therein), the 2026 Revolving Credit Lenders party thereto (as defined therein) and the L/C Issuer party thereto (the “Amendment”), which attaches the Second Amended and Restated Credit Agreement (as amended by the Amendment) as an annex thereto.
The Amendment amends the Borrower’s existing Second Amended and Restated Credit Agreement, dated as of November 23, 2021, by and among the Borrower, Bright Horizons Capital Corp., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, the lenders and other parties party thereto from time to time (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated as of December 21, 2022, the Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 11, 2024, the Refinancing Amendment, dated as of April 17, 2025 and the Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of August 21, 2025, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended by the Amendment, is referred to herein as the “Amended Credit Agreement”. Capitalized terms herein not otherwise defined have the meaning ascribed to them in the Amended Credit Agreement.
The Amended Credit Agreement provides for, among other things, (i) $375 million in incremental term A loans (the “2026 Term A Loans”) and (ii) an increase of the Revolving Credit Commitments under the Revolving Credit Facility from $900 million to $1,000 million. On the Closing Date, the Borrower used the proceeds of the 2026 Term A Loans, together with cash on hand, to repay, on the Closing Date, the Borrower’s outstanding Revolving Credit Loans under the Existing Credit Agreement (the “Existing Revolving Credit Loans”) in an aggregate principal amount equal to $375 million, together with all accrued but unpaid interest thereon, and to pay all related fees and expenses.
The 2026 Term A Loans bear interest at a rate per annum equal to the Term Benchmark Rate plus a margin ranging from 1.25% to 1.75% or Base Rate plus a margin ranging from 0.25% to 0.75%. Borrowings under the Revolving Credit Facility continue to bear interest at a rate per annum equal to the Term Benchmark Rate plus a margin ranging from 1.25% to 1.75% or Base Rate plus a margin ranging from 0.25% to 0.75% or Adjusted Daily Simple SONIA plus a margin ranging from 1.25% to 1.75%. The Term Benchmark option is one, three or six months, as selected by the Borrower, or, with the approval of the applicable lenders, twelve months or less than one month, subject to an interest rate floor of 0.00%. The Base Rate is the highest of (x) the prime rate quoted by The Wall Street Journal, (y) the greater of the federal funds rate and the overnight bank funding rate, in either case, plus 0.50%, and (z) one-month Adjusted Term SOFR plus 1.00%, subject to an interest rate floor of 1.00%. The Adjusted Daily Simple SONIA is the Daily Simple SONIA plus 0.0326%.
The 2026 Term A Loans and the Revolving Credit Facility each mature on April 17, 2030. The 2026 Term A Loans and loans under the Revolving Credit Facility each may be voluntarily prepaid at any time without premium or penalty other than customary “breakage” costs with respect to Term SOFR loans. The 2026 Term A Loans and the Revolving Credit Facility are each guaranteed by the guarantors under the Existing Credit Agreement and are secured by the collateral securing the Existing Credit Agreement.
The 2026 Term A Loans require scheduled quarterly amortization payments equal to 2.5% per annum of the original aggregate principal amount of the 2026 Term A Loans for the period commencing September 30, 2026 through and including June 30, 2028, increasing to 5.0% per annum thereafter through March 30, 2030.
The 2026 Term A Loans and the Revolving Credit Facility each require that the Borrower maintain a maximum consolidated first lien net leverage ratio of no greater than 4.25:1.00 as of the last day of the most recently-ended fiscal quarter for which financial statements have been (or were required to be) delivered under the Amended Credit Agreement for the period of four consecutive fiscal quarters then-ended. In addition, the Amended Credit Agreement contains certain negative covenants that limit the ability of the Company, among other things, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends, make other restricted payments and enter into transactions with affiliates, in each case, subject to certain significant exceptions. The Amended Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default.
Certain of the Lenders and certain of their affiliates have performed investment banking, commercial lending and underwriting services for the Company, the Borrower, their subsidiaries and their respective affiliates, from time to time, for which they have received customary fees and expenses. These parties may, from time to time, engage in transactions with, and perform services for the Company, the Borrower, their subsidiaries or their respective affiliates in the ordinary course of their business.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth, or incorporated by reference, in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| * | Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BRIGHT HORIZONS FAMILY SOLUTIONS INC. | ||||||
| Date: June 1, 2026 | By: | /s/ Elizabeth Boland | ||||
| Elizabeth Boland | ||||||
| Chief Financial Officer | ||||||