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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bright Horizons Family Solutions, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
109194100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 109194100
13G
Page 2 of 12 Pages
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates - G
EIN No.: 20-2194543
2.
(a) []
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5.
SOLE VOTING POWER
5,493 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
5,493 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,493 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.01%
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 109194100
13G
Page 3 of 12 Pages
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bain Capital Fund X, L.P.
EIN No.: 98-0545381
2.
(a) []
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5.
SOLE VOTING POWER
41,415,795 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
41,415,795 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,415,795 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
63.58%
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 109194100
13G
Page 4 of 12 Pages
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates III, LLC
EIN No.: 01-0621883
2.
(a) []
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) []
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5.
SOLE VOTING POWER
290,732 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
290,732 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,732 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.44 %
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 109194100
13G
Page 5 of 12 Pages
13.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Trust Associates III, LLC
EIN No.: 01-0624013
14.
(a) []
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) []
15.
SEC USE ONLY
16.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
17.
SOLE VOTING POWER
126,239 Shares
18.
SHARED VOTING POWER
0
19.
SOLE DISPOSITIVE POWER
126,239 Shares
20.
SHARED DISPOSITIVE POWER
0
21.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,239 Shares
22.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
23.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.19%
24.
TYPE OF REPORTING PERSON
PN
CUSIP No. 109194100
13G
Page 6 of 12 Pages
25.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates III-B, LLC
EIN No.: 01-0598385
26.
(a) []
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) []
27.
SEC USE ONLY
28.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
29.
SOLE VOTING POWER
52,780 Shares
30.
SHARED VOTING POWER
0
31.
SOLE DISPOSITIVE POWER
52,780 Shares
32.
SHARED DISPOSITIVE POWER
0
33.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,780 Shares
34.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
35.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.08%
36.
TYPE OF REPORTING PERSON
PN
CUSIP No. 109194100
13G
Page 6 of 12 Pages
37.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Trust Associates III-B, LLC
EIN No.: 01-0598368
38.
(a) []
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) []
39.
SEC USE ONLY
40.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
41.
SOLE VOTING POWER
8,742 Shares
42.
SHARED VOTING POWER
0
43.
SOLE DISPOSITIVE POWER
8,742 Shares
44.
SHARED DISPOSITIVE POWER
0
45.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,742 Shares
46.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
47.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
48.
TYPE OF REPORTING PERSON
PN
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule
13G relates is Bright Horizons Family Solutions, Inc.
(the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are
located at 200 Talcott Avenue South, Watertown, Massachusetts
02472.
Item 2(a). Name of Person Filing
This statement is being filed on behalf of the following
(collectively, the "Reporting Persons"): (1) BCIP Associates - G,
a Delaware general partnership ("BCIP-G"), (2) Bain Capital
Fund X, L.P. ("Fund X"), a Cayman Islands exempted limited
partnership, (3) BCIP Associates III, LLC ("BCIP III"), a
Cayman Islands general partnership, (4) BCIP Trust Associates
III, LLC, ("BCIP T III"), a Cayman Islands general partnership,
(5) BCIP Associates III-B, LLC ("BCIP III-B"), a Cayman Islands
general partnership, and (6) BCIP Trust Associates III-B, LLC
(BCIP T III-B"), a Cayman Islands general partnership.
Bain Capital Investors, LLC, a Delaware limited liability
company ("BCI") is the managing partner of BCIP-G, BCIP III, BCIP
T III, BCIP III-B, and BCIP T III-B. BCI is the administrative
member of BCIP TCV and Integral Investors. Bain Capital Partners
X, L.P., a Cayman Island exempted limited partnership ("Bain Capital
Partners X"), is the general partner of Fund X. BCI is the general
partner of Bain Capital Partners IX.
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 14, 2014, pursuant to which the Reporting
Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The principal business address of each of the Reporting
Persons is John Hancock Tower, 200 Clarendon Street, Boston MA 02116.
Item 2(c). Citizenship
Each of BCIP-G and BCI is organized under the laws of the
State of Delaware. Each of BCIP-G, BCIP III, BCIP T III, BCIP III-B,
BCIP T III-B and Fund X is organized under the laws of the Cayman Islands.
Item 2(d). Title of Class of Securities
The class of equity securities of the Company to which this filing
on Schedule 13G relates is Common Stock, par value $0.01 per
share ("Common Stock").
Item 2(e). CUSIP Number
The CUSIP number of the Company's Common Stock is 109194100.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing
is a: Not applicable.
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
Section 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with Section 240.13d 1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
[ ] If this statement is filed pursuant to
Section 240.13d-1(c), check this box.
Item 4. Ownership
Item 4(a). Amount beneficially owned
This Schedule 13G is being filed on behalf of the
Reporting Persons. As of the close of business on
December 31, 2013, the following shares were held by
the Reporting Persons:
BCIP-G held 5,493 shares of Common Stock of the
Company, representing less than 0.01% of the Company's
outstanding shares of Common Stock.
Fund X held 41,415,795 shares of Common Stock
of the Company, representing approximately 63.58% of
the Company's outstanding shares of Common Stock.
BCIP III held 290,732 shares of Common Stock of
the Company, representing approximately 0.44% of the
Company's outstanding shares of Common Stock.
BCIP T III held 126,239 shares of Common Stock of
the Company, representing approximately 0.19% of the
Company's outstanding shares of Common Stock.
BCIP III-B held 52,780 shares of Common Stock of
the Company, representing approximately 0.08% of the
Company's outstanding shares of Common Stock.
BCIP T III-B held 8,742 shares of Common Stock of
the Company, representing less than 0.01% of the Company's
outstanding shares of Common Stock.
As a result of the foregoing and the relationships
described in Item 2(a), the Reporting Persons may be
deemed to beneficially own in the aggregate 41,899,781
shares of Common Stock of the Company, representing, in the
aggregate, 64.32% of the Company's outstanding shares of Common
Stock. The percentage of the Company's outstanding shares
of Common Stock held by the Reporting Persons is based on
65,138,465 shares of Common Stock outstanding, as reported
in the Company's Registration Statement on Form S-1/A filed
with the Securities and Exchange Commission on December
3, 2013.
No person other than the respective owner referred to
herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from
or the proceeds from the sale of such shares of Common Stock
of the Company.
Item 4(b). Percent of Class
See Item 4(a) hereof.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
BCIP-G 5,493
Fund X 41,415,795
BCIP III 290,732
BCIP T III 126,239
BCIP III-B 52,780
BCIP T III-B 8,742
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
BCIP-G 5,493
Fund X 41,415,795
BCIP III 290,732
BCIP T III 126,239
BCIP III-B 52,780
BCIP T III-B 8,742
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not Applicable.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: February 14, 2014
BCIP ASSOCIATES-G
By Bain Capital Investors, LLC,
its managing partner
Bain Capital Fund X, L.P.
By: Bain Capital Partners X, L.P.
its general partner
By: Bain Capital Investors, LLC,
its general partner,
BCIP Associates III, LLC
By Bain Capital Investors, LLC,
its managing partner
BCIP Trust Associates III, LLC
By Bain Capital Investors, LLC,
its managing partner
BCIP Associates III-B, LLC
By Bain Capital Investors, LLC,
its managing partner
BCIP Trust Associates III-B, LLC
By Bain Capital Investors, LLC,
its managing partner
By: _/s/ Michael D. Ward
Michael D. Ward
Managing Director
Exhibit A
Agreement Regarding the Joint Filing of Schedule 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the
Schedule 13G to which this Exhibit is attached, and such
Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of
such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such
person contained therein; but none of them is responsible for
the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or
has reason to believe that such information is inaccurate.
Dated: February 14, 2014
BCIP ASSOCIATES-G
By Bain Capital Investors, LLC,
its managing partner
Bain Capital Fund X, L.P.
By: Bain Capital Partners X, L.P.
its general partner
By: Bain Capital Investors, LLC,
its general partner,
BCIP Associates III, LLC
By Bain Capital Investors, LLC,
its managing partner
BCIP Trust Associates III, LLC
By Bain Capital Investors, LLC,
its managing partner
BCIP Associates III-B, LLC
By Bain Capital Investors, LLC,
its managing partner
BCIP Trust Associates III-B, LLC
By Bain Capital Investors, LLC,
its managing partner
By: _/s/ Michael D. Ward
Michael D. Ward
Managing Director
Page 16 of 15 Pages
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