8-KOther EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Corporate Update (Jan 16, 2015)

Filed January 16, 2015For Securities:BURL

Summary

Burlington Stores, Inc. (BURL) filed this Form 8-K on January 16, 2015, to report on a secondary public offering of its common stock. The filing details an Underwriting Agreement entered into on January 12, 2015, between the Company, certain selling stockholders, and J.P. Morgan Securities LLC as the underwriter. This offering involved the sale of 12,500,000 shares of BURL's common stock by the selling stockholders to the underwriter at a price of $48.75 per share. The offering closed on January 16, 2015. The Company's role in this transaction was primarily to provide customary representations, warranties, and covenants, and it will also be indemnifying the underwriter. Investors should note that this was a secondary offering, meaning existing shareholders were selling their shares, not the company issuing new shares to raise capital directly. The company is incorporating the Underwriting Agreement into its existing shelf registration statement.

Key Highlights

  • 1Burlington Stores, Inc. announced a secondary offering of 12,500,000 shares of common stock.
  • 2The shares were sold by named Selling Stockholders to J.P. Morgan Securities LLC, acting as the underwriter.
  • 3The sale price to the underwriter was $48.75 per share.
  • 4The offering was completed and closed on January 16, 2015.
  • 5The Underwriting Agreement includes standard representations, warranties, covenants, and indemnification clauses.
  • 6This transaction represents a sale of existing shares by shareholders, not a primary offering by the company.
  • 7The filing incorporates the Underwriting Agreement by reference into the company's shelf registration statement.

Frequently Asked Questions

No, this was a secondary offering. Existing shareholders (the 'Selling Stockholders') sold their shares to the underwriter, not the company issuing new shares.

The selling stockholders sold 12,500,000 shares at $48.75 per share. This totals approximately $609,375,000 in gross proceeds before any underwriting fees or expenses.

The Underwriting Agreement outlines the terms and conditions of the stock sale between the selling stockholders, the company, and the underwriter. It includes important details about representations, warranties, and responsibilities, and by being filed, it becomes part of the company's public disclosures related to this transaction.

As a secondary offering, the proceeds from the sale of shares went directly to the selling stockholders, not to Burlington Stores itself. The company's involvement is primarily in facilitating the sale and providing standard contractual assurances.