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Response Letter

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 December 27, 2012

 Submitted Pursuant to a

 Request for Confidential Treatment

 Pursuant to 17 C.F.R. 200.83

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Registration Statement on Form S-1

 File No. 333-184579

SEC Comment Letter dated December 18, 2012

Attn:
Shaz Niazi/ Brigitte Lippman – Legal

 Blaise Rhodes/Raj Rajan – Accounting

 Ladies and Gentlemen:

On behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities
Act of 1933 (the “Securities Act”), and the rules and regulations promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR the following responses to the
comment letter dated December 18, 2012 from the Staff regarding the response letter that was filed by the Company on December 4, 2012 (the “Response Letter”) relating to the Company’s Registration Statement on Form S-1, File
No. 333-184579 (the “Registration Statement”).

 To assist your review, the Staff’s comments as reflected
in the Staff’s letter dated December 18, 2012 are reproduced in italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. In addition, to facilitate your review, the Company
has included in Annex A attached hereto copies of certain excerpted pages that will be included in an amendment to the Registration Statement to reflect the foregoing and has included in Annex B attached hereto copies of certain
excerpted pages that are expected to be included in an amendment to the Registration Statement to update the Company’s executive compensation disclosure for fiscal year 2012, subject to confirmation of

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 2

amounts and achievement of performance targets upon completion of the Company’s fiscal year, in anticipation of seeking effectiveness of the Registration Statement in 2013. Unless otherwise
specified, all references to page numbers in the Company’s responses below are to the page numbers in the excerpted pages included herewith as Annex A.

 Confidential treatment has been requested for portions of this letter. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A
complete version of this letter has been separately filed with the Securities and Exchange Commission.

 Dilution, page 33

1.
We read your response to comment 2 in our letter dated November 20, 2012. Show us how you have revised the disclosures as stated in your response and provide us
your calculations of net tangible book value deficiency before offering and after offering. We may have further comments after reviewing your response.

 Response to Comment 1:

 The Company supplementally advises the Staff that, as disclosed on page
33, which was included in Annex A to the Response Letter, the Company has deducted the redeemable non-controlling interest and its deferred financing costs from its determination of net tangible book value deficiency. The Company’s net tangible
book value deficiency at September 30, 2012 of $827.3 million, or $15.68 per share, and the Company’s pro forma as adjusted net tangible book value deficiency at September 30, 2012 of $668.4 million, or $10.94 per share, each of which
were included on page 33 of Annex A to the Response Letter, were calculated as follows (based on the financial information included on pages F-3 and F-24 of the Registration Statement) (dollars in thousands):

Net Tangible
Book Value
Deficiency at
September 30,
2012

Adjustments
for the
Offering

Pro Forma As
Adjusted Net
Tangible
Book Value
Deficiency at
September 30,
2012

 Total Assets

$
1,899,603

$
(30,782
)(a)

$
1,868,821

 Goodwill

(991,967
)

(991,967
)

 Other Intangible – Net

(440,067
)

(440,067
)

 Total Consolidated Tangible Assets

467,569

436,787

 Total Liabilities

1,293,683

(189,714
)(b)

1,103,969

 Redeemable Noncontrolling Interest

15,825

15,825

 Deferred Financing Costs

(14,605
)

(14,605
)

 Net Tangible Book Value Deficiency

$
(827,334
)

$
(668,402
)

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 2

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 3

(a)
Represents the estimated net proceeds to the Company from the initial public offering (assuming an initial public offering price of $24.00 per share, the midpoint of
the preliminary estimated initial public offering price range), less (i) $204.0 million expected to be used to repay amounts outstanding under the Company’s 13.0% senior notes, and (ii) $7.5 million expected to be used to make the
termination payment under the Company’s Sponsor management agreement, in each case, without giving effect to taxes.

(b)
Represents $191.6 million, the carrying amount of the Company’s 13.0% senior notes as of September 30, 2012, less debt issuance costs of $1.9 million.

 The Company will further revise page 33 as reflected in Annex A hereto to clarify that its calculation of net tangible book
value deficiency is equal to total consolidated tangible assets, less total consolidated liabilities, redeemable non-controlling interests and deferred financing costs.

 Common Stock Valuation and Stock-Based Compensation, page 44

2.
We note your response to comment 3 in our letter dated November 20, 2012. However, we note the following issues:

•

 We note your response that projected time for liquidity event is 1-3 years. Considering your discussions with underwriters started in April 2012 and
the proximity to the valuation date, tell us (i) how your assumption of a projected liquidity event of 1-3 years in your valuations as of March 31, 2012, April 4, 2012 and May 2, 2012 are appropriate and (ii) how the
effective marketability discount used in such valuations and fair value determinations are appropriate.

•

 We note under PWERM methodology, the per share value of common stock is estimated based on the probability weighted present value of expected future
values of stock under various possible future liquidity event scenarios. Please tell us (i) the future liquidity event scenarios used and (ii) probabilities for such scenarios.

Response to Comment 2:

 The Company
supplementally advises the Staff that the future liquidity event scenarios considered in the Company’s PWERM methodology were a sale of the Company and a public offering of the Company’s common stock. As of the valuation determinations as
of March 31, 2012, April 4, 2012 and May 2, 2012, the Company categorized the probability of completing a liquidity event as follows: (1) [*****]% on or prior to December 31, [*****], (2) [*****]% on or prior
to December 31, [*****], (3) [*****]% on or prior to December 31, [*****], and (4) [*****]% on or prior to December 31, [*****].

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 3

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 4

 While the Company commenced discussions with its lead underwriter in late May 2012 regarding the
possibility of an initial public offering, the timing for consummation of an initial public offering, or any other liquidity event, remained uncertain and significantly dependent on market conditions. The Company determined, based on discussions
with the stockholders and the Company’s advisors, including the underwriters, that its ability to achieve a liquidity event would be dependent on a number of conditions, some of which were outside of the Company’s control, including the
liquidity and general state of the capital markets and credit markets, the short- and long-term pricing in each of those markets, general economic conditions and outlook, and the Company’s financial performance and growth prospects. The Company
believes that the probabilities assigned to future liquidity events described above were appropriate based on all of the information available to the Company as of each of March 31, 2012, April 4, 2012 and May 2, 2012, including
the anticipated timeline to complete an initial public offering and the market risks referred to above.

 The Company further notes that until
the total equity value of the Company exceeds the Class L liquidation preference (which total equity value did not exceed the Class L liquidation preference as of December 31, 2011), holders of shares of Class A common stock are not
entitled to receive any value upon a liquidity event. As a result, increasing the probability of a liquidity event in the near term would have resulted in a lower indicated value per share for the Class A common stock as the value of the
Class A common stock was largely dependent on the enterprise value increasing above the existing debt. As an example, the Company recalculated the value of the Class A common stock using the same PWERM methodology but with the probability
of a liquidity event of [*****]% on or before December 31, [*****] and [*****]% on or before December 31, [*****] and the resulting value of the Class A common stock would have been $[*****] per share, as compared to the $6.09 per
share value that was determined by the Company on May 2, 2012 using the liquidity event probabilities described above.

 In determining
the fair value of its common stock, the Company did not apply a separate and explicit marketability discount as the rates of return associated with the highly leveraged Class A common stock were analogous to venture capital rates of return
which inherently are illiquid in nature. Instead, the Company applied risk-adjusted discount rates that were based on the capital asset pricing model for each of the Class A common stock and the Class L common stock and that reflected the
subordination of the common stock in the capital structure, including subordination of the Class A common stock to the Class L common stock, and the expected time to a liquidity event. The Company believes that such discount rates appropriately
capture the risks associated with each class of the Company’s common stock. In particular, the Company noted that the risk-adjusted discount rates applied to the Class A common stock as of each of March 31,
2012, April 4, 2012 and May 2, 2012 were consistent with the rates of return for venture capital investments indicated in the AICPA Practice Aid on Valuation of Privately-Held-

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 4

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 5

Company Equity Securities Issued as Compensation. As these rates of return reflect returns on illiquid investment, the Company believes that the use of the risk-adjusted discount rates without a
separate marketability discount were appropriate to value the Company’s Class A common stock using the PWERM methodology.

 Equity
Awards, page 47

3.
We note your response to comment 5 in our letter dated November 20, 2012. However you have not provided the basis for the determination of option exchange
completed on May 2, 2012 and note the following issues:

•

 Considering you determined the fair value of Class L common stock of $511.51 and Class A common stock of $6.09 as of April 4, 2012 and
May 2, 2012, please explain to us how you determined the exchange ratio for the exchange options completed on May 2, 2012 and how it is consistent with such fair value determinations.

•

 Your disclosure on page 48 indicates option exchange resulted in equity holders holding equity in the same ratio of nine shares of Class A
common stock for every one share of Class L common stock. However your disclosure on page F-33 indicates exchange ratio of options to purchase approximately 7.9 shares of Class common stock for a new option to purchase 4.6 shares of Class A
common stock and one share of Class L common stock. Please revise to clarify the exchange ratio and present consistent disclosures as appropriate.

 Response to Comment 3:

 The Company supplementally advises the Staff that in estimating the
potential future value to the Company’s optionsholders of the Company’s option grants, the Company has historically relied upon a stretch management forecast (detailed below) that is different from the forecast used as a basis for fair
value determinations. The Company determined to use the stretch management forecast for these purposes in consideration of the Company’s then-existing capital structure, where the Class L common stock was entitled to a preferential liquidating
distribution that, as described in response to Comment 4 below continues to grow at a rate of 10% per annum, compounded quarterly, and thereby absorbs the Company’s equity value until the Company’s operating performance grows to a
sufficient level to command a total equity value that is high enough to surpass this Class L preference amount. This capital structure creates an inflection point in the Company’s total equity value that dramatically impacts the value of its
Class A common stock (and similarly its options to purchase shares of Class A common stock). If the Company’s total equity value is below that inflection point (as it was in 2011 and at the beginning of 2012) the shares of
Class A common stock would receive no value upon a liquidation at that time and have value only based upon the Company’s prospects for future growth that could result in the Company’s total equity value increasing above the inflection

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 5

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 6

point. However, once the Company’s performance is sufficient to support a total equity value that exceeds the Class L preference amount, the shares of Class A common stock become
entitled to share in the equity value in excess of the Class L preference amount on a pro rata basis upon a liquidation, resulting in more rapid growth in the value of shares of Class A common stock as compared to the shares of Class L common
stock. The Company refers the Staff to Exhibit 1 to this comment letter for a description of the Company’s stretch forecast for fiscal [*****].

 Through the option exchange, the Company sought to enable optionholders to exchange out-of-the-money options to purchase only shares of Class A common stock for options to purchase shares of
Class A common stock and Class L common stock that both (i) were issued with an exercise price that was equal to fair value at the time of grant and (ii) offered existing optionholders the ability to participate in any growth in the
Company’s equity value on the same basis as the Company’s investor shareholders (by holding options to purchase both shares of Class A common stock and Class L common stock in the same ratio as the Company’s investor stockholders
held their shares of Class A common stock and Class L common stock).

 The exchange ratio used by the Company in the option exchange was
determined by calculating the estimated aggregate value of the existing options to purchase shares of Class A common stock i