UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 8, 2023 (
(Exact Name of Registrant As Specified In Charter)
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Item 8.01. Other Events.
On September 7, 2023, Burlington Stores, Inc. (the “Company”) entered into separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its 2.25% convertible senior notes due 2025 (the “Existing Convertible Notes”) and certain other investors, in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Exchange and Subscription Agreements, the Company will exchange approximately $244 million in aggregate principal amount of the Existing Convertible Notes for approximately $258 million in aggregate principal amount of new 1.25% convertible senior notes due 2027 (the “New Convertible Notes”) (collectively, the “Exchange Transaction”). The Company will also issue approximately $42.1 million in aggregate principal amount of New Convertible Notes in a private placement to certain investors (the “Subscription Transaction” and, together with the Exchange Transaction, the “Transactions”). In connection with the Transactions, the Company expects to repurchase an aggregate of 165,975 shares of Common Stock at a price per share of $155.42.
The foregoing description of the Exchange and Subscription Agreements is qualified in its entirety by reference to the form of Exchange and Subscription Agreement, a copy of which is attached as Exhibit 99.1 hereto. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the New Convertible Notes or the Company's common stock, if any, issuable upon conversion of the New Convertible Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BURLINGTON STORES, INC. |
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/s/ David Glick
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David Glick Group Senior Vice President of Investor Relations and Treasurer |
Date: September 8, 2023