By Wendy Van Sickle
Columbus, Ohio, Sept. 18 – Burlington Stores Inc. issued $297 million of 1.25% convertible notes due Dec. 15, 2027 on Sept. 12, with $255 million of those convertibles issued in exchange for $241 million of its existing 2.25% convertibles due 2025 and $42 million issued in a private placement to some investors, according to an 8-K filing with the Securities and Exchange Commission.
The existing convertibles were exchanged under privately negotiated exchange and subscription agreements.
A total of up to 1,422,568 shares of common stock may be issued upon conversion of the new convertibles, which number is subject to adjustment up to an aggregate of 1,911,372 shares following certain corporate events that occur prior to the maturity date or if Burlington issues a notice of redemption, and which is also subject to certain anti-dilution adjustments.
In connection with the transactions, Burlington repurchased 165,975 shares of common stock at a price per share of $155.42.
Prior to Sept. 15, 2027, the new convertibles will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, they will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The new convertibles have an initial conversion rate of 4.856 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $205.93 per share of common stock.
The initial conversion price represents a conversion premium of approximately 32.5% over $155.42 per share, the last reported sale price of the company’s common stock on the pricing date of Sept. 7.
Burlington will not be able to redeem the convertibles prior to Dec. 20, 2025; on or after that date and prior to the 21st scheduled trading day immediately preceding Dec. 15, 2027, Burlington will be able to redeem for cash any or all of the new convertibles at par plus interest, subject to a 130% hurdle.
Burlington Stores is a Burlington, N.J.-based department store retailer.
| Issuer: | Burlington Stores Inc.
|
| Amount: | $297 million (including $255 million of exchange notes)
|
| Issue: | Convertible senior notes
|
| Maturity: | Dec. 15, 2027
|
| Coupon: | 1.25%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $205.93
|
| Conversion rate: | 4.856
|
| Call options: | Non-callable until Dec. 20, 2025 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Sept. 7
|
| Settlement date: | Sept. 12
|
| Distribution: | Rule 144A
|
| Stock symbol: | NYSE: BURL
|
| Stock price: | $155.42 at market close Sept. 7
|
| Market capitalization: | $9.05 billion
|
|
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
