BURL 8-K

Burlington Stores, Inc. (BURL)

8-K 2023-09-18 For: 2023-09-12

View Original

Added on April 10, 2026


Exhibit No.		Description

4.1		Indenture, dated as of September 12, 2023, between the Company and Wilmington Trust, National Association, as trustee (including form of 1.25% Convertible Senior Notes due 2027).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


BURLINGTON STORES, INC.

By:		/s/ David Glick
		David Glick
		Group Senior Vice President of Investor Relations and Treasurer


		PAGE
	ARTICLE 1
	DEFINITIONS

Section 1.01	Definitions		1
Section 1.02	References to Interest		12

	ARTICLE 2
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01	Designation and Amount		12
Section 2.02	Form of Notes		12
Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts		13
Section 2.04	Execution, Authentication and Delivery of Notes		15
Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary		15
Section 2.06	Removal of Transfer Restrictions		21
Section 2.07	Mutilated, Destroyed, Lost or Stolen Notes		22
Section 2.08	Temporary Notes		23
Section 2.09	Cancellation of Notes Paid, Converted, Etc.		23
Section 2.10	CUSIP Numbers		23
Section 2.11	Additional Notes; Repurchases		24

	ARTICLE 3
	SATISFACTION AND DISCHARGE

Section 3.01	Satisfaction and Discharge		24

	ARTICLE 4
	PARTICULAR COVENANTS OF THE COMPANY

Section 4.01	Payment of Principal and Interest		25
Section 4.02	Maintenance of Office or Agency		25
Section 4.03	Appointments to Fill Vacancies in Trustee’s Office		25
Section 4.04	Provisions as to Paying Agent		25
Section 4.05	Existence		27
Section 4.06	Rule 144A Information Requirement and Annual Reports; Additional Interest		27
Section 4.07	Stay, Extension and Usury Laws		29
Section 4.08	Compliance Certificate; Statements as to Defaults		29
Section 4.09	Further Instruments and Acts		29


ARTICLE 5
LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01	Lists of Holders	29
Section 5.02	Preservation and Disclosure of Lists	30

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01	Events of Default	30
Section 6.02	Acceleration; Rescission and Annulment	31
Section 6.03	Additional Interest	32
Section 6.04	Payments of Notes on Default; Suit Therefor	33
Section 6.05	Application of Monies Collected by Trustee	34
Section 6.06	Proceedings by Holders	35
Section 6.07	Proceedings by Trustee	36
Section 6.08	Remedies Cumulative and Continuing	36
Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	36
Section 6.10	Notice of Defaults	37
Section 6.11	Undertaking to Pay Costs	37

ARTICLE 7
CONCERNING THE TRUSTEE

Section 7.01	Duties and Responsibilities of Trustee	37
Section 7.02	Reliance on Documents, Opinions, Etc.	40
Section 7.03	No Responsibility for Recitals, Etc.	41
Section 7.04	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	41
Section 7.05	Monies to Be Held in Trust	41
Section 7.06	Compensation and Expenses of Trustee	42
Section 7.07	Officer’s Certificate as Evidence	42
Section 7.08	Eligibility of Trustee	43
Section 7.09	Resignation or Removal of Trustee	43
Section 7.10	Acceptance by Successor Trustee	44
Section 7.11	Succession by Merger, Etc.	45
Section 7.12	Trustee’s Application for Instructions from the Company	45

ARTICLE 8
CONCERNING THE HOLDERS

Section 8.01	Action by Holders	45
Section 8.02	Proof of Execution by Holders	46
Section 8.03	Who Are Deemed Absolute Owners	46
Section 8.04	Company-Owned Notes Disregarded	46
Section 8.05	Revocation of Consents; Future Holders Bound	47


ARTICLE 9
HOLDERS’ MEETINGS

Section 9.01	Purpose of Meetings	47
Section 9.02	Call of Meetings by Trustee	47
Section 9.03	Call of Meetings by Company or Holders	48
Section 9.04	Qualifications for Voting	48
Section 9.05	Regulations	48
Section 9.06	Voting	49
Section 9.07	No Delay of Rights by Meeting	49

ARTICLE 10
SUPPLEMENTAL INDENTURES

Section 10.01	Supplemental Indentures Without Consent of Holders	49
Section 10.02	Supplemental Indentures with Consent of Holders	50
Section 10.03	Effect of Supplemental Indentures	52
Section 10.04	Notation on Notes	52
Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee	52

ARTICLE 11
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01	Company May Consolidate, Etc. on Certain Terms	52
Section 11.02	Successor Corporation to Be Substituted	53
Section 11.03	Opinion of Counsel to Be Given to Trustee	53

ARTICLE 12
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01	Indenture and Notes Solely Corporate Obligations	54

ARTICLE 13
CONVERSION OF NOTES

Section 13.01	Conversion Privilege	54
Section 13.02	Conversion Procedure; Settlement Upon Conversion	57
Section 13.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Redemption Notice	61
Section 13.04	Adjustment of Conversion Rate	63
Section 13.05	Adjustments of Prices	73
Section 13.06	Shares to Be Fully Paid, Etc.	73
Section 13.07	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	73
Section 13.08	Responsibility of Trustee	75
Section 13.09	Stockholder Rights Plans	76
Section 13.10	Exchange in Lieu of Conversion	76


ARTICLE 14
REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 14.01	Repurchase at Option of Holders Upon a Fundamental Change	77
Section 14.02	Withdrawal of Fundamental Change Repurchase Notice	80
Section 14.03	Deposit of Fundamental Change Repurchase Price	80
Section 14.04	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	81

ARTICLE 15
OPTIONAL REDEMPTION

Section 15.01	Optional Redemption	81
Section 15.02	Notice of Optional Redemption; Selection of Notes	82
Section 15.03	Payment of Notes Called for Redemption	83
Section 15.04	Restrictions on Redemption	84

ARTICLE 16
MISCELLANEOUS PROVISIONS

Section 16.01	Provisions Binding on Company’s Successors	84
Section 16.02	Official Acts by Successor Corporation	84
Section 16.03	Addresses for Notices, Etc.	84
Section 16.04	Governing Law; Jurisdiction	85
Section 16.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	85
Section 16.06	Legal Holidays	86
Section 16.07	No Security Interest Created	86
Section 16.08	Benefits of Indenture	86
Section 16.09	Table of Contents, Headings, Etc.	86
Section 16.10	Authenticating Agent	86
Section 16.11	Execution in Counterparts	87
Section 16.12	Severability	88
Section 16.13	Waiver of Jury Trial	88
Section 16.14	Force Majeure	88
Section 16.15	Calculations	88
Section 16.16	Applicable Law	89
Section 16.17	Tax Matters	89

	EXHIBIT
Exhibit A	Form of Note	A-1


Stock Price
Effective Date	$155.42		$165.00		$180.00		$205.93		$235.00		$267.71		$350.00		$500.00		$700.00		$950.00
September 12, 2023		1.5781		1.3838		1.1366		0.8279		0.5980		0.4284		0.2088		0.0759		0.0263		0.0073
December 15, 2024		1.5781		1.3838		1.1357		0.8023		0.5597		0.3860		0.1734		0.0579		0.0194		0.0051
December 15, 2025		1.5781		1.3783		1.0832		0.7272		0.4781		0.3089		0.1213		0.0367		0.0123		0.0031
December 15, 2026		1.5781		1.3005		0.9693		0.5854		0.3384		0.1900		0.0585		0.0172		0.0064		0.0015
December 15, 2027		1.5781		1.2046		0.6996		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000


CR₀	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or the Effective Date of such share split or share combination, as applicable;

CR’	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable; and

OS’	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, or immediately after the Effective Date of such share split or share combination, as applicable.


SP₀	=	the Closing Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C	=	the amount in cash per share the Company distributes to holders of the Common Stock.


OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP’	=	the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.


BURLINGTON STORES, INC.

By:	/s/ David Glick
	Name:	David Glick
	Title:	Group Senior Vice President of Investor Relations and Treasurer


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:	/s/ Latoya S. Elvin
	Name:	Latoya S. Elvin
	Title:	Vice President



(Name)


(Street Address)


(City, State and Zip Code)
Please print name and address

		Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number


Dated:

		Signature(s)

		Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


By:
		Authorized Signatory

Dated:


Dated:


		Signature(s)


Signature Guarantee


Dated:




Signature(s)


Signature Guarantee