Item 1.01 Entry into a Material Definitive Agreement.
On April 24, 2020, Bright Horizons Family Solutions LLC (the "Borrower"), a
wholly-owned indirect subsidiary of Bright Horizons Family Solutions Inc. (the
"Company"), entered into a Fourth Amendment to Credit Agreement (the
"Amendment"), by and among the Borrower, Bright Horizons Capital Corp., the
Lenders party thereto, the Fourth Amendment Incremental Revolving Credit Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C
Issuer (each term as defined in the Amendment).
The Amendment amends the Borrower's Credit Agreement, dated as of January 30,
2013, 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 and restated by the
Incremental and Amendment and Restatement Agreement, dated as of November 7,
2016 and as further amended by the Amendment Agreement, dated as of May 8, 2017,
the Amendment to Credit Agreement, dated as of November 30, 2017 and the Third
Amendment to Credit Agreement, dated as of May 31, 2018, the "Credit
Agreement").
The Amendment amends the Credit Agreement to, among other things, increase the
revolving credit commitments under the Credit Agreement from $225,000,000 to
$385,000,000, modify the interest rate applicable to borrowings under the
revolving credit commitments from a range of 50 to 75 basis points over the Base
Rate (as defined in the Credit Agreement) or a range of 150 to 175 basis points
over the Eurocurrency Rate (as defined in the Credit Agreement) to a range of 50
to 125 basis points over the Base Rate or 150 to 225 basis points over the
Eurocurrency Rate, and modify the unused commitment fee applicable to the
revolving credit commitments from a range of 30 to 32.5 basis points to a range
of 30 to 50 basis points. In addition, the Amendment modifies the financial
covenant applicable to the revolving credit lenders for the following four
fiscal quarters by requiring the Borrower, in lieu of complying with a maximum
first lien net leverage ratio of 4.50 to 1.00, to comply with a maximum first
lien gross leverage ratio of 6.00 to 1.00 for the fiscal quarter ending June 30,
2020, 7.50 to 1.00 for the fiscal quarter ending September 30, 2020, 8.00 to
1.00 for the fiscal quarter ending December 31, 2020 and 7.50 to 1.00 for the
fiscal quarter ending March 31, 2021. Beginning with the fiscal quarter ending
June 30, 2021, the Borrower will be required to comply with its previous maximum
first lien net leverage ratio of 4.25 to 1.00.
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, and should be read together with
the Credit Agreement, which is filed as Exhibits 10.3.1, 10.3.2, 10.33, 10.34
and 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 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
Exhibit
No. Description
10.1 Fourth Amendment to Credit Agreement, dated as of April 24, 2020,
by and among Bright Horizons Family Solutions LLC, Bright Horizons
Capital Corp., the Lenders party thereto, the Fourth Amendment
Incremental Revolving Credit Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent and L/C Issuer.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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