JWCA advises Burlington Stores on an exchange of its convertible notes into common equity and cash

March 2026 | read press release

Transaction Background

Burlington Stores (“BURL” or the “Company”) opportunistically exchanged ~$82mm (~28%) of its outstanding 1.25% convertible due 2027 into a combination of shares and cash. BURL’s strong stock performance since issuance presented the Company an opportunity to efficiently retire a portion of the 2027 debt before maturity.

Burlington’s objectives included:

• De-lever: retire the convertible to lower debt balance

• Thoughtfully deliver a combination of stock and cash to minimize dilution

• Minimize transaction and friction costs; execute as efficiently as possible

JWCA acted as Exchange Agent for the transaction and provided analysis and advice around:

• Evaluate around investor targeting and execution method

• Balancing exchange considerations to minimize repurchase price, friction costs

• Investor outreach, negotiation, and execution of exchanges

Results

The Company executed a successful liability management transaction for its 1.25% convertible notes due 2027:

• Exchanged ~$82mm of their convertible notes (~28% of outstanding) for a mix of common equity and cash

• Minimal transaction cost: the value delivered to investors represented a small premium to the bond trading price

• Confidential execution: the transaction was negotiated privately with a small group of holders

This is J. Wood Capital’s sixth advisory assignment for the Company