Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - Burlington Stores, Inc. | d552507dex51.htm |
| EX-1.1 - EX-1.1 - Burlington Stores, Inc. | d552507dex11.htm |
| EX-3.2 - EX-3.2 - Burlington Stores, Inc. | d552507dex32.htm |
| EX-3.4 - EX-3.4 - Burlington Stores, Inc. | d552507dex34.htm |
| EX-3.3 - EX-3.3 - Burlington Stores, Inc. | d552507dex33.htm |
| EX-3.1 - EX-3.1 - Burlington Stores, Inc. | d552507dex31.htm |
| EX-21.1 - EX-21.1 - Burlington Stores, Inc. | d552507dex211.htm |
| EX-3.3.1 - EX-3.3.1 - Burlington Stores, Inc. | d552507dex331.htm |
| EX-10.43 - EX-10.43 - Burlington Stores, Inc. | d552507dex1043.htm |
| EX-10.44 - EX-10.44 - Burlington Stores, Inc. | d552507dex1044.htm |
As filed with the Securities and Exchange Commission on September 10, 2013
No. 333-189632
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BURLINGTON STORES, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
5311 |
80-0895227 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1830 Route 130 North
Burlington, New Jersey 08016
(609) 387-7800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paul C. Tang, Esq.
Executive Vice President and General Counsel
1830 Route 130 North
Burlington, New Jersey 08016
(609) 387-7800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Joshua N. Korff Christopher A. Kitchen Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
James J. Clark Corey Wright Cahill Gordon & Reindel LLP 80 Pine Street New York, New York 10005 (212) 701-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer | ¨ | ||||||
| Non-accelerated filer x | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||||
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee | ||
| Common Stock, $0.0001 par value per share |
$175,000,000 | $23,870* | ||
|
| ||||
|
| ||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
| (2) | Includes the offering price of any additional shares of common stock that the underwriters have the option to purchase. |
| * | Previously paid. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This amendment is being filed by Burlington Stores, Inc. (formerly known as Burlington Holdings, Inc.) solely to file certain exhibits. No changes have been made to Part I of the Registration Statement or other sections of Part II. Accordingly, they have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
| (1) | Exhibits: The following exhibits are filed as part of this Registration Statement. |
See the attached exhibit index.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Burlington, State of New Jersey, on September 10, 2013.
| BURLINGTON STORES, INC. | ||||
| By: | /s/ Thomas A. Kingsbury | |||
| Name: | Thomas A. Kingsbury | |||
| Title: | President and Chief Executive Officer | |||
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated below:
| Name |
Title |
Date | ||
| /s/ Thomas A. Kingsbury Thomas A. Kingsbury |
President, Chief Executive Officer and Director |
September 10, 2013 | ||
| * Todd Weyhrich |
Executive Vice President and Chief Financial Officer |
September 10, 2013 | ||
| * John Crimmins |
Senior Vice President and Chief Accounting Officer |
September 10, 2013 | ||
| * Joshua Bekenstein |
Director | September 10, 2013 | ||
| * Jordan Hitch |
Director | September 10, 2013 | ||
| * Tricia Patrick |
Director | September 10, 2013 | ||
| * Mark Verdi |
Director | September 10, 2013 | ||
| * Paul J. Sullivan |
Director | September 10, 2013 | ||
| * | /s/ Robert LaPenta, Jr. |
|||
| Robert LaPenta, Jr. | ||||
| as Attorney-in-fact | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1¥ | Form of Underwriting Agreement. | |
| 3.1¥ | Form of Amended and Restated Certificate of Incorporation of Burlington Stores, Inc. | |
| 3.2¥ | Form of Amended and Restated Bylaws of Burlington Stores, Inc. | |
| 3.3¥ | Amended and Restated Certificate of Incorporation of Burlington Stores, Inc. (formerly known as Burlington Holdings, Inc.). | |
| 3.3.1¥ | Form of Certificate of Amendment to Certificate of Incorporation. | |
| 3.4¥ | Bylaws of Burlington Stores, Inc. (formerly known as Burlington Holdings, Inc.). | |
| 4.1(10) | Indenture, dated February 24, 2011, among Burlington Coat Factory Warehouse Corporation, the guarantors signatory thereto and Wilmington Trust FSB. | |
| 4.2(10) | Form of 10.000% Senior Notes due 2019 (included in Exhibit 4.1). | |
| 4.3(15) | Indenture, dated February 20, 2013, among Burlington Holdings, LLC, Burlington Holdings Finance, Inc. and Wilmington Trust, National Association. | |
| 4.4(15) | Form of 9.00%/9.75% Senior Notes due 2018 (included in Exhibit 4.3). | |
| 5.1¥ | Form of Opinion of Kirkland & Ellis LLP. | |
| 10.1(10) | Credit Agreement, dated February 24, 2011, among Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Investments Holdings, Inc., the facility guarantors signatory thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers. | |
| 10.1.1(14) | First Amendment, dated May 16, 2012, to the Credit Agreement, dated February 24, 2011, among Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Investments Holdings, Inc., the facility guarantors signatory thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers. | |
| 10.1.2(15) | Amendment No. 2, dated February 15, 2013, by and among Burlington Coat Factory Warehouse Corporation, the facility guarantors signatory thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 10.1.3(16) | Amendment No. 3, dated May 17, 2013, by and among Burlington Coat Factory Warehouse Corporation, the facility guarantors signatory thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 10.2(10) | First Amendment, dated February 24, 2011, to the Amended and Restated Credit Agreement, dated as of January 15, 2010, among Burlington Coat Factory Warehouse Corporation, as Lead Borrower, the Borrowers and the Facility Guarantors party thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent, the Lenders party thereto, Wells Fargo Retail Finance, LLC and Regions Bank, as Co-Syndication Agent, J.P. Morgan Securities Inc. and UBS Securities LLC, as Co-Documentation Agents and General Electric Capital Corporation, US Bank, National Association and Suntrust Bank as Senior Managing Agents. | |
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| Exhibit No. |
Description | |
| 10.3(12) | Second Amended and Restated Credit Agreement, dated as of September 2, 2011, among Burlington Coat Factory Warehouse Corporation, as Lead Borrower, the Borrowers and the Facility Guarantors party thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent, the Lenders party thereto, Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A., as co-syndication agents, and Suntrust Bank and U.S. Bank, National Association, as co-documentation agents. | |
| 10.4(1) | Revolving Credit Note, dated as of April 13, 2006, by the Borrowers party thereto in favor of PNC Bank, National Association. | |
| 10.5(1) | Revolving Credit Note, dated as of April 13, 2006, by the Borrowers party thereto in favor of Siemens Financial Services, Inc. | |
| 10.6(8) | Amended and Restated Revolving Credit Note, dated January 15, 2010, by the Borrowers party thereto in favor of Wells Fargo Retail Finance, LLC. | |
| 10.7(1) | Revolving Credit Note, dated as of April 13, 2006, by the Borrowers party thereto in favor of National City Business Credit, Inc. | |
| 10.8(1) | Revolving Credit Note, dated as of April 13, 2006, by the Borrowers party thereto in favor of Citizens Bank of Pennsylvania. | |
| 10.9(1) | Revolving Credit Note, dated as of April 13, 2006, by the Borrowers party thereto in favor of HSBC Business Credit (USA), Inc. | |
| 10.10(1) | Revolving Credit Note, dated as of April 13, 2006, by the Borrowers party thereto in favor of Sovereign Bank. | |
| 10.11(8) | Amended and Restated Revolving Credit Note, dated January 15, 2010, by the Borrowers party thereto in favor of Capital One Leverage Finance Corp. | |
| 10.12(1) | Form of Swingline Note. | |
| 10.13(1) | Guaranty, dated as of April 13, 2006, by the Facility Guarantors party thereto in favor of Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent. | |
| 10.14(1) | Security Agreement, dated as of April 13, 2006, by and among each of the Borrowers party thereto, each of the Facility Guarantors party thereto, and Bank of America, N.A., as Collateral Agent. | |
| 10.15(1) | Intellectual Property Security Agreement, dated as of April 13, 2006, by and among each of the Borrowers party thereto, each of the Facility Guarantors party thereto, and Bank of America, N.A., as Collateral Agent. | |
| 10.16(1) | Pledge Agreement, dated as of April 13, 2006, by and between Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc., Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Realty Corp., Burlington Coat Factory Purchasing, Inc., K&T Acquisition Corp., Burlington Coat Factory of New York, LLC, Burlington Coat Factory Warehouse of Baytown, Inc., Burlington Coat Factory of Texas, Inc., as the Pledgors, and Bank of America, N.A., as Collateral Agent. | |
| 10.17+(8) | Employment Agreement, dated as of October 13, 2009, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini. | |
| 10.17.1+(8) | Amendment to Employment Agreement, dated February 26, 2010, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini. | |
| 10.17.2+ (19) | Amendment No. 2 to Employment Agreement, dated as of October 18, 2012, by and between Burlington Coat Factory Warehouse Corporation and Joyce Manning Magrini. | |
II-4
| Exhibit No. |
Description | |
| 10.18+(2) | Employment Agreement, dated as of August 16, 2007, by and between Burlington Coat Factory Warehouse Corporation and Todd Weyhrich. | |
| 10.18.1+(3) | Amendment to Employment Agreement, dated as of June 27, 2008, by and between Burlington Coat Factory Warehouse Corporation and Todd Weyhrich. | |
| 10.18.2+(17) | Amendment No. 2 to Employment Agreement, dated as of December 31, 2012, by and between Burlington Coat Factory Warehouse Corporation and Todd Weyhrich. | |
| 10.19+(4) | Employment Agreement, dated as of December 2, 2008, by and among Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Holdings, Inc., and Thomas A. Kingsbury. | |
| 10.19.1+(19) | Amendment No. 1 to Employment Agreement, dated as of October 23, 2012, by and among Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Holdings, Inc., and Thomas A. Kingsbury. | |
| 10.20+(9) | Employment Agreement, dated as of January 28, 2008, by and between Burlington Coat Factory Warehouse Corporation and Fred Hand. | |
| 10.20.1+† | Amendment No. 1 to Employment Agreement, dated as of October 31, 2012, by and between Burlington Coat Factory Warehouse Corporation and Fred Hand. | |
| 10.21+(13) | Employment Agreement, dated as of May 12, 2011, by and between Burlington Coat Factory Warehouse Corporation and Hobart P. Sichel. | |
| 10.21.1+(17) | Amendment No. 1 to Employment Agreement, dated as of December 21, 2012, by and between Burlington Coat Factory Warehouse Corporation and Hobart P. Sichel. | |
| 10.22+(17) | Employment Agreement, dated as of March 12, 2012, by and between Burlington Coat Factory Warehouse Corporation and Paul Metcalf. | |
| 10.22.1+(17) | Amendment No. 1 to Employment Agreement, dated as of November 1, 2012, by and between Burlington Coat Factory Warehouse Corporation and Paul Metcalf. | |
| 10.23+(3) | Employment Agreement, dated as of June 26, 2008, by and between Burlington Coat Factory Warehouse Corporation and Marc Katz. | |
| 10.23.1+† | Amendment No. 1 to Employment Agreement, dated as of October 16, 2012, by and between Burlington Coat Factory Warehouse Corporation and Marc Katz. | |
| 10.24+(1) | Employment Agreement, dated as of April 13, 2006, by and between Burlington Coat Factory Warehouse Corporation and Paul Tang. | |
| 10.24.1+† | Amendment No. 1 to Employment Agreement, dated as of July 17, 2007, by and between Burlington Coat Factory Warehouse Corporation and Paul Tang. | |
| 10.24.2+† | Amendment No. 2 to Employment Agreement, dated as of December 7, 2012, by and between Burlington Coat Factory Warehouse Corporation and Paul Tang. | |
| 10.25+(17) | Employment Agreement, dated as of November 16, 2009, by and between Burlington Coat Factory Warehouse Corporation and Michael Metheny. | |
| 10.25.1+(17) | Amendment No. 1 to Employment Agreement, dated as of August 20, 2012, by and between Burlington Coat Factory Warehouse Corporation and Michael Metheny. | |
| 10.26+(1) | Form of Restricted Stock Grant Agreement Pursuant to Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan. | |
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| Exhibit No. |
Description | |
| 10.27+(1) | Form of Non-Qualified Stock Option Agreement, dated as of April 13, 2006, between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements. | |
| 10.28+(1) | Form of Non-Qualified Stock Option Agreement, dated as of April 13, 2006, between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements. | |
| 10.29+(1) | Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan. | |
| 10.29.1+(4) | Amendment No. 1 to the Burlington Coat Factory Holdings, Inc. Management Incentive Plan dated as of December 2, 2008. | |
| 10.29.2+(5) | Amendment No. 2 to the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan dated as of March 19, 2009. | |
| 10.29.3+(7) | Amendment No. 3 to the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan dated as of September 14, 2009. | |
| 10.30+(5) | Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements. | |
| 10.31+(5) | Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements. | |
| 10.32+(5) | Form of Restricted Stock Grant Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements. | |
| 10.33+(5) | Form of Restricted Stock Grant Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements. | |
| 10.34+(5) | Form of Initial Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements. | |
| 10.35+(5) | Form of Initial Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements. | |
| 10.36+(5) | Form of Subsequent Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements. | |
| 10.37+(5) | Form of Subsequent Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements. | |
| 10.38(17) | Stockholders Agreement, dated as of February 14, 2013, by and among Burlington Holdings, Inc. and the investors and managers from time to time party thereto. | |
| 10.39(17) | Amended and Restated Advisory Agreement, dated as of February 14, 2013, by and among Burlington Holdings, Inc., Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Warehouse Corporation and Bain Capital Partners, LLC. | |
| 10.40+† | Burlington Holdings, Inc. 2006 Management Incentive Plan (Amended and Restated June 15, 2013). | |
| 10.41(10) | Registration Rights Agreement, dated February 24, 2011, among Burlington Coat Factory Warehouse Corporation, the guarantors signatory thereto, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporation and Wells Fargo Securities, LLC. | |
| 10.42(17) | Termination Agreement, dated as of February 14, 2013, by and among Burlington Coat Factory Holdings, Inc., Bain Capital Integral Investors, LLC, Bain Capital Fund IX, LLC, BCIP Associates-G and BCIP TCV, LLC. | |
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| Exhibit No. |
Description | |
| 10.43¥ | Form of Directors and Officers Indemnification Agreement. | |
| 10.44+¥ | Burlington Stores, Inc. 2013 Omnibus Incentive Plan. | |
| 10.45+† | Form of Non-Qualified Stock Option Agreement, pursuant to Burlington Holdings, Inc.’s 2006 Management Incentive Plan, between Burlington Holdings, Inc. and Employees without Employment Agreements. | |
| 10.46+† | Form of Non-Qualified Stock Option Agreement, pursuant to Burlington Holdings, Inc.’s 2006 Management Incentive Plan, between Burlington Holdings, Inc. and Employees with Employment Agreements. | |
| 10.47+† | Form of Non-Qualified Stock Option Agreement, pursuant to Burlington Holdings, Inc.’s 2006 Management Incentive Plan, dated as of June 17, 2013, between Burlington Holdings, Inc. and Tom Kingsbury. | |
| 21.1¥ | List of Subsidiaries of Burlington Stores, Inc. | |
| 23.1† | Consent of Deloitte & Touche LLP. | |
| 23.2¥ | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
| 24.1† | Power of Attorney (previously included on the signature page of this Registration Statement). | |
| * | To be filed by amendment. |
| + | Management Contract or Compensatory Plan or Arrangement. |
| ¥ | Filed herewith. |
| † | Previously filed as an Exhibit to our Registration Statement No. 333-189632 on Form S-1, as amended, filed on June 27, 2013. |
| (1) | Incorporated by reference to Burlington Coat Factory Warehouse Corporation’s Registration Statement on Form S-4, No. 333-137916, filed on October 10, 2006. |
| (2) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on August 17, 2007. |
| (3) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on June 27, 2008. |
| (4) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2009 filed on April 14, 2009. |
| (5) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on April 30, 2009. |
| (6) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 30, 2009 filed on August 27, 2009. |
| (7) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2009 filed on January 12, 2010. |
| (8) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Transition Report on Form 10-K/T for the transition period ended January 30, 2010 filed on April 30, 2010. |
| (9) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 1, 2008 filed on April 15, 2008. |
| (10) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on February 24, 2011. |
| (11) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Registration Statement on Form S-4, No. 333-175594, filed on July 15, 2011. |
| (12) | Incorporated by reference to our Current Report on Form 8-K filed on September 9, 2011. |
| (13) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012 filed on April 20, 2012. |
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| (14) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on May 17, 2012. |
| (15) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on February 21, 2013. |
| (16) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Current Report on Form 8-K filed on May 22, 2013. |
| (17) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 filed on April 26, 2013. |
| (18) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 4, 2013 filed on June 18, 2013. |
| (19) | Incorporated by reference to Burlington Coat Factory Investments Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 27, 2012 filed on December 11, 2012. |
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