Burlington Coat Factory terminates tender for 11 1/8%, 14½% notes

By Jennifer Chiou

New York, Nov. 18 - Burlington Coat Factory Warehouse Corp. said it will no longer conduct the previously announced tender offer for its $305 million of 11 1/8% senior notes due 2014 and Burlington Coat Factory Investments Holdings, Inc.'s $99,309,000 principal amount at maturity of 14½% senior discount notes due 2014.

The company said that it also terminated its proposed financing transactions as market conditions changed in recent days and pricing became less favorable.

Burlington noted in a news release that it continues to be well-capitalized, with $565 million of unused borrowing capacity under its revolving line of credit and no significant debt coming due until August 2012.

The companies had also been soliciting consents to proposed amendments to the indentures under which the notes were issued.

The proposed amendments would have eliminated substantially all of the restrictive covenants, some affirmative covenants, some events of default and substantially all of the restrictions on the ability of either company to merge, consolidate or sell all or substantially all of its properties or assets.

The total consideration was to be $1,059.38 for each $1,000 principal amount of 11 1/8% notes and $1,077.50 for each $1,000 principal amount at maturity of 14½% notes. These payments were to include a consent payment of $10.00 for each note tendered by 5 p.m. ET on Nov. 17, the consent deadline.

The companies were also going to pay accrued interest in the offer that was to wrap at midnight ET on Dec. 2.

The companies had planned to redeem any notes that remained outstanding following the completion of the offers.

The tender offers and consent solicitations were to be subject to the receipt by Burlington Coat Factory of enough proceeds from new debt financings to repurchase the notes tendered and the receipt of consents from the holders of at least a majority of the notes.

The dealer manager and solicitation agent was Goldman Sachs & Co. (800 828-3182 or 212 855-9063). The information agent was Global Bondholder Services Corp. (212 430-3774 for banks and brokers or 866 612-1500 for noteholders).

Burlington Coat Factory is a discount retailer based in Burlington, N.J.

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