Burlington Coat reports early tender results for 11 1/8%, 14½% notes

New York, Feb. 23 - Burlington Coat Factory Warehouse Corp. announced preliminary results in its cash tender offer for its $305 million principal amount of 11 1/8% senior notes due 2014, and Burlington Coat Factory Investments Holdings, Inc.'s cash tender offer for its $99,309,000 principal amount at maturity of outstanding 14½% senior discount notes due 2014.

By the consent deadline, holders had tendered $218,288,000 of the 11 1/8% notes and given consents for 72% of those securities. They had tendered $99,309,000 of the 14½% notes and delivered consents for all the securities.

The company said it had sufficient consents to amend the notes and will enter into supplemental indentures that will go into effect when it buys the notes.

As announced on Feb. 10, Burlington is tendering for the notes and soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants, some affirmative covenants, some events of default and substantially all of the restrictions on the ability of the companies to merge, consolidate or sell all or substantially all of their properties or assets under the notes.

For each $1,000 principal amount or $1,000 principal amount at maturity, holders will receive $1,042.59 for 11 1/8% notes and $1,055.78 for 14½% notes that were tendered by 5 p.m. ET on Feb. 23, the consent date. These payments include a consent fee of $10.00.

Holders who tender their notes after the consent deadline will receive the total payment less the consent fee.

The tender offers will end at midnight ET on March 9. Holders were able to withdraw their notes at any time before 5 p.m. ET on Feb. 23.

Holders may not deliver consents to the proposed amendments without validly tendering the related notes in the applicable tender offer and may not revoke their consents without withdrawing the previously tendered notes to which they relate.

The offers are conditioned on the company securing enough proceeds from debt financings to repurchase the tendered notes and consents from holders of at least a majority of the notes.

The companies plan to redeem any notes that remain outstanding after the completion of the tender offers.

Goldman Sachs & Co. (800 828-3182 or collect 212 855-9063) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 795-2200 or for banks and brokers 212 430-3774) is the information agent and depositary.

The companies tendered for the two series of notes in November, offering a total payment of $1,059.38 per $1,000 principal amount of 11 1/8% notes and $1,077.50 per $1,000 principal amount at maturity of 14½% notes. The total amounts also included a consent payment of $10.00 per $1,000 of notes.

They terminated the offers on Nov. 18, saying market conditions had changed and that pricing became less favorable.

Burlington Coat Factory is a discount retailer based in Burlington, N.J.

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