Exhibit 99.1
Exchange Agreement
March 7, 2023
Burlington Stores, Inc.
2.25% Convertible Senior Notes due 2025
The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”), hereby agrees to exchange (the “Exchange”), with Burlington Stores, Inc., a Delaware corporation (the “Company”), certain 2.25% Convertible Senior Notes due 2025, CUSIP 122017 AB2 (the “Notes”) for the Exchange Consideration (as defined below) pursuant to this exchange agreement (the “Agreement”). Capitalized terms used but not defined in this Agreement have the respective meanings set forth in the indenture with respect to the Notes, dated as of April 16, 2020, between the Company and Wilmington Trust, National Association, as Trustee (the “Indenture”).
On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Investor hereby agrees to exchange, and to cause the other Exchanging Investors to exchange, an aggregate principal amount of the Notes set forth on Exhibit A hereto (the “Exchanged Notes”) for the consideration calculated as set forth on Exhibit A hereto for each such Exchanged Note.
The amount of cash to be delivered pursuant to such calculations is referred to as the “Exchange Consideration”. The Company and the Investor agree that no Exchanging Investor shall deliver a Notice of Conversion with respect to any Exchanged Notes and each Exchanging Investor shall hold the Exchanged Notes until the Closing (as defined below). In consideration for the performance of its obligations hereunder (including as described in the immediately preceding sentence), the Company agrees to deliver the Exchange Consideration on the Closing Date to each Exchanging Investor in exchange for its Exchanged Notes.
The Exchange shall occur in accordance with the procedures set forth in Exhibit B hereto (the “Exchange Procedures”); provided that no delivery of Exchange Consideration will be made until the Exchanged Notes have been received for exchange in accordance with the Exchange Procedures and no accrued interest will be payable by reason of any delay in making such delivery.
The closing of the Exchange (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m., New York City time, on the third Trading Day following the date hereof (the “Closing Date”), or at such other time and place as the Company and the Investor may mutually agree. On the Closing Date, subject to satisfaction of the conditions precedent specified herein and the prior receipt by the Trustee from the Investor of the Exchanged Notes, the Company shall deliver the Exchange Consideration by wire transfer to the account specified by the Investor for each relevant Exchanging Investor in Exhibit B. All questions as to the form of all documents and the validity and acceptance of the Exchanged Notes and the Exchange Consideration will be determined by the Company, in its sole discretion, which determination shall be final and binding. Subject to the terms and conditions of this Agreement, the Investor hereby, for itself and on behalf of its Accounts, (a) waives any and all other rights with respect to such Exchanged Notes and (b) releases and discharges the Company from any and all claims
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the undersigned and its Accounts may now have, or may have in the future, arising out of, or related to, such Exchanged Notes.
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If to the Company: Burlington Stores, Inc. 1830 Route 130 Burlington, New Jersey 08016 Attention: General Counsel Facsimile No.: (609) 239-9675 Email: legal.department@burlington.com
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[SIGNATURE PAGE FOLLOWS]
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| Very truly yours,
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| BURLINGTON STORES, INC.
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| By ___________________________ Name: Title: |
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Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose.
AGREED AND ACCEPTED:
Investor: |
[_____________], in its capacity as described in the first paragraph hereof
By _________________________________ Name: Title: |
EXHIBIT A
Exchanging Investor Information
Exchanging Investor | Aggregate Principal Amount of Exchanged Notes | Exchange Consideration |
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| *A cash amount to be determined as set forth below |
* For each $1,000 principal amount of Exchanged Notes, the Exchange Consideration equals a cash amount equal to the sum of (1) $[agreed value], plus (2) the product of [CR] x [agreed delta] x (the VWAP Price as defined below, less the reference stock price), which product may be either positive or negative, plus (3) accrued and unpaid interest to March 10, 2023, with respect such $1,000 principal amount of Exchanged Notes.
Definitions:
“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
“Common Stock” means the Company’s common stock, $0.0001 par value per share.
“Daily VWAP” means, for each VWAP Trading Day during the VWAP Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “BURL <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such VWAP Trading Day as determined by the Company in good faith using, if reasonably practicable, a volume-weighted method). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading
“Scheduled Trading Day” means a day that is scheduled to be a VWAP Trading Day. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day outside of the regular trading session trading hours.
“VWAP Price” shall mean the arithmetic average of the Daily VWAPs during the VWAP Period.
“VWAP Period” means the VWAP Trading Day immediately following the date of this Agreement.
“VWAP Trading Day” means a day on which (x) there is no VWAP Market Disruption Event and (y) trading in the Common Stock generally occurs on The New York Stock
Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “VWAP Trading Day” means a Business Day.
“VWAP Market Disruption Event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.
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EXHIBIT B
Exchanging Investor:
_______________________________________________
_______________________________________________
Investor Address:
_______________________________________________
_______________________________________________
_______________________________________________
Telephone: _____________________________________
Country of Residence:
_______________________________________________
Taxpayer Identification Number:
_______________________________________________
Account for Notes:
DTC Participant Number: __________________________
DTC Participant Name: ____________________________
DTC Participant Phone Number: ____________________
DTC Participant Contact Email: _____________________
FFC Account #: __________________________________
Account # at Bank/Broker: _________________________
Wire instructions for Exchange Consideration:
Bank Name: _____________________________________
Bank Address: ___________________________________
ABA Routing #: __________________________________
Account Name: ___________________________________
Account Number: _________________________________
FFC Account Name: _______________________________
FFC Account #: __________________________________
Contact Person: ___________________________________
Exchanging Investor Address:
________________________________________________
________________________________________________
Telephone: ______________________________________
Country of Residence:
________________________________________________
Taxpayer Identification Number:
________________________________________________
Exchange Procedures
NOTICE TO INVESTOR
These are the Investor Exchange Procedures for the settlement of the exchange of 2.25% Convertible Senior Notes due 2025, CUSIP 122017 AB2 (the “Exchanged Notes”) of Burlington, Stores, Inc., a Delaware corporation (the “Company”), for the Exchange Consideration (as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about March 10, 2023. To ensure timely payment of the Exchange Consideration, please follow the instructions as set forth on the following page.
These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration.
If you have any questions, please contact Ranga Kanthadai of J. Wood Capital Advisors LLC at 862-703-8126.
To deliver Exchanged Notes:
You must post, no later than 9:00 a.m., New York City time, a withdrawal request for the Exchanged Notes through the DTC via DWAC. It is important that this instruction be submitted and the DWAC posted on March 10, 2023.
To receive Exchange Consideration:
You must provide valid wire instructions to the Company. You will then receive the Exchange Consideration from the Company on the Closing Date.
You must comply with both procedures described above in order to complete the Exchange and to receive the Exchange Consideration in respect of the Exchanged Notes.
Closing: March 10, 2023, after the Company receives your delivery instructions as set forth above and a withdrawal request in respect of the Exchanged Notes has been posted as specified above, and subject to the satisfaction of the conditions to Closing as set forth in your Agreement, the Company will deliver the Exchange Consideration in respect of the Exchanged Notes in accordance with the delivery instructions above.