| Item 1.01 | Entry into a Material Definitive Agreement |
On November 23, 2021 (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 an Amendment Agreement, by and among the Borrower, Bright Horizons Capital Corp., certain other subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer (each term as defined in the New Credit Agreement (as defined below)), Bank of America, N.A., as the 2021 Term B Lender (as such term is defined therein), and the other Lenders (as such term is defined in the New Credit Agreement) party thereto (the “Amendment Agreement”), which attaches the new Second Amended and Restated Credit Agreement as an annex thereto.
The Amendment Agreement, through the Second Amended and Restated Credit Agreement, amends and restates the Borrower’s existing 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, the Third Amendment to Credit Agreement, dated as of May 31, 2018, the Fourth Amendment to Credit Agreement, dated as of April 24, 2020, the Fifth Amendment to Credit Agreement, dated as of May 7, 2020, and the Sixth Amendment to Credit Agreement, dated as of May 26, 2021, the “Original Credit Agreement”). The Original Credit Agreement, as amended and restated by the Amendment Agreement, is referred to herein as the “New Credit Agreement”. Capitalized terms herein not otherwise defined have the meaning ascribed to them in the New Credit Agreement.
The New Credit Agreement provides for, among other things, (1) a new seven-year $600 million term B loan facility and (2) a new five-year $400 million term A loan facility, the proceeds of which, together with cash on hand, were used to refinance all of the Borrower’s outstanding term loans under the Original Credit Agreement (including accrued and unpaid interest) and to pay all related fees and expenses. In addition, the New Credit Agreement maintains the Borrower’s $400 million revolving credit facility maturing in May 2026 (the term A loan facility, the term B loan facility and the revolving credit facility, collectively, the “Senior Facilities”). The interest rate, payment terms and availability of the revolving credit facility under the New Credit Agreement have not been modified from the Original Credit Agreement.
Borrowings under the new term B loan facility bear interest at a rate per annum of the Base Rate plus 1.25% or the Eurocurrency Rate (or an applicable benchmark replacement) plus 2.25%. Borrowings under the new term A loan facility bear interest at a rate per annum equal to the Base Rate plus a margin ranging from 0.50% to 0.75% or the Eurocurrency Rate plus a margin ranging from 1.50% to 1.75%, which is the same as the rate per annum applicable to revolving credit facility borrowings. The Eurocurrency Rate option is one, three or six month adjusted LIBOR, as selected by the Borrower, or, with the approval of the applicable lenders, nine or twelve months or less than one month adjusted LIBOR, subject to an interest rate floor of 0.50%, in the case of term B loan borrowings, and 0.00%, in the case of term A loan borrowings and revolving credit facility borrowings. 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) the one-month Eurocurrency Rate plus 1.00%, subject to an interest rate floor of 1.50%, in the case of term B loan borrowings, and 1.00%, in the case of term A loan borrowings and revolving credit facility borrowings.
The new term B loan facility requires scheduled quarterly amortization payments equal to 1% per annum of the original aggregate principal amount of the term B loans, and the term A loan facility requires scheduled annual amortization payments equal to 2.5% per annum for years 1-3, 5% per annum in year four and 7.5% per annum in year five, in each case, of the original aggregate principal amount of the term A loans.
The New Credit Agreement requires certain mandatory prepayments of outstanding loans under the term A loan facility and term B loan facility, subject to certain exceptions, based on 50% of the Borrower’s annual excess cash flow (with step-downs to 25% and 0% based upon its consolidated first lien net leverage ratio), the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions, and the net cash proceeds of any issuance of debt, excluding permitted debt issuances (other than debt issuances that refinance all or a portion of the term A loan facility or term B loan facility).
Voluntary prepayments of the term B loans in connection with repricing transactions on or prior to the six month anniversary of the Closing Date will be subject to a call premium of 1.0%. Otherwise, all outstanding loans under the Senior Facilities may be voluntarily prepaid at any time without premium or penalty other than customary “breakage” costs with respect to Eurocurrency Rate loans.
The Senior Facilities are guaranteed by the guarantors under the Original Credit Agreement and are secured by the collateral securing the Original Credit Agreement.
