8-KOther EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Corporate Update (Apr 6, 2015)

Filed April 6, 2015For Securities:BURL

Summary

Burlington Stores, Inc. filed an 8-K on April 6, 2015, to report on a significant secondary offering of its common stock. On March 31, 2015, the company entered into an underwriting agreement with J.P. Morgan Securities LLC, as underwriter, and certain selling stockholders. This agreement facilitated the sale of approximately 12.5 million shares of Burlington's common stock by these selling stockholders to the underwriter at a price of $58.77 per share. The offering, which was registered under the company's existing shelf registration statement, aimed to allow existing shareholders to sell their holdings. The filing emphasizes that the representations and warranties within the underwriting agreement are contractual provisions for allocating risk between parties and may not reflect universally applicable standards of materiality. The offering was scheduled to close on April 7, 2015, the day after this report was filed.

Key Highlights

  • 1Burlington Stores, Inc. announced a secondary offering of 12,490,154 shares of common stock by selling stockholders.
  • 2The shares were sold to J.P. Morgan Securities LLC, as underwriter, at a price of $58.77 per share.
  • 3The underwriting agreement was dated March 31, 2015, and the offering was set to close on April 7, 2015.
  • 4The offering was registered under the company's shelf registration statement on Form S-3 (File No. 333-199176).
  • 5The filing includes the underwriting agreement as an exhibit, incorporated by reference.
  • 6A press release dated March 31, 2015, announcing the secondary offering, is also included as an exhibit.

Frequently Asked Questions

This filing is significant because it reports on a large secondary offering of Burlington Stores' stock by existing shareholders. While the company itself isn't issuing new shares, the sale of a substantial number of shares by selling stockholders can impact the stock's supply and potentially its price. It also indicates a desire by some existing investors to divest their holdings.

No, this is a secondary offering. The shares being sold are existing shares held by 'selling stockholders,' not newly issued shares from Burlington Stores. The company is facilitating the sale by these existing shareholders.

The filing refers to them collectively as 'the selling stockholders named therein' in the Underwriting Agreement. Specific identities of these stockholders are not detailed in this 8-K filing itself, but would typically be listed in the registration statement or prospectus related to the offering.

With 12,490,154 shares offered at $58.77 per share, the total value of the offering was approximately $734.7 million (12,490,154 shares * $58.77/share).