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BFAM > SEC Filings for BFAM > Form 8-K on 11-Apr-2013All Recent SEC Filings

Show all filings for BRIGHT HORIZONS FAMILY SOLUTIONS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BRIGHT HORIZONS FAMILY SOLUTIONS INC.


11-Apr-2013

Entry into a Material Definitive Agreement, Financial State


Item 1.01 Entry into a Material Definitive Agreement.

On April 10, 2013, BHFS Two Limited ("BHFS Two"), a wholly owned subsidiary of Bright Horizons Family Solutions Inc., entered into a share purchase agreement (the "Purchase Agreement") with Lloyds Development Capital (Holdings) Limited (together with certain other sellers, the "Sellers") and Kidsunlimited Group Limited ("Kidsunlimited") pursuant to which it acquired kidsunlimited, an operator of 64 nurseries throughout the United Kingdom. Under the terms of the Purchase Agreement, BHFS Two acquired all of the issued and outstanding stock of Kidsunlimited from the Sellers for an aggregate cash purchase price of 45 million, subject to adjustment. The purchase price was financed with available cash on hand and is subject to a working capital adjustment to be calculated within 15 days. The Purchase Agreement contains customary representations and warranties and covenants. Subject to certain limitations, each party has agreed to indemnify the other for certain breaches of representations, warranties and covenants, and other specified matters.

The foregoing does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and which is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The Company undertakes to file the financial statements required by this Item 9.01(a) not later than 71 days after the date this Form 8-K was due for filing.

(b) Pro Forma Financial Information

The Company undertakes to file the pro forma financial information required by this Item 9.01(b) not later than 71 days after the date this Form 8-K was due for filing.

(d) Exhibits

2.1 Share Purchase Agreement dated April 10, 2013 between Lloyds Development Capital (Holdings) Limited and Others and BHFS Two Limited and Kidsunlimited Group Limited

99.1 Press Release dated April 10, 2013


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