Dollar General Corporation (NYSE:DG) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April10, 2018, Dollar General Corporation (the “Company”) completed a registered, underwritten offering of $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2028 (the “Notes”). The sale of the Notes was made to the Company’s Registration Statement on FormS-3 (Registration No.333-216940) (the “Registration Statement”), including a prospectus supplement dated March26, 2018 (the “Prospectus Supplement”) to the prospectus contained therein dated March24, 2017 (the “Base Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”), to Rule424(b)(2)under the Securities Act of 1933, as amended (the “Securities Act”), and a free writing prospectus dated March26, 2018 (the “Free Writing Prospectus”), filed by the Company with the Commission, to Rule433 under the Securities Act.
The Notes were issued to an indenture (as supplemented and amended, the “Indenture”) dated as of July12, 2012 between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture dated as of April10, 2018 between the Company and the Trustee (the “Seventh Supplemental Indenture”).
A copy of the Seventh Supplemental Indenture is attached hereto as Exhibit4.1 and is incorporated herein by reference. The descriptions of the Seventh Supplemental Indenture and the Notes in this report are summaries and are qualified in their entirety by the terms of the Seventh Supplemental Indenture and the form of Notes attached hereto.
The Notes are unsecured and unsubordinated obligations of the Company and rank equally and ratably with the Company’s other existing and future debt not expressly subordinated in right of payment to the Notes and are effectively subordinated to the Company’s secured debt to the extent of the value of the collateral. The Notes are structurally subordinated to the claims of creditors of subsidiaries of the Company.
The Company will pay interest on the Notes semi-annually on May1 and November1, beginning November1, 2018, to holders of record on the preceding April15 and October15, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Notes will mature on May1, 2028. Prior to February1, 2028 (the “Par Call Date”), the Company may redeem the Notes at any time in whole or at any time and from time to time in part, in each case at the Company’s option, at a redemption price equal to the greater of (1)50% of the principal amount of the Notes to be redeemed and (2)the sum of the present values of the remaining scheduled payments of the principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis plus a premium equal to the applicable treasury rate plus 20 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. Beginning on the Par Call Date, the Company may redeem the Notes at any time in whole or at any time and from time to time in part, in each case at the Company’s option, at a redemption price equal to 50% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.
In the event of a Change of Control Triggering Event (as defined in the Seventh Supplemental Indenture), the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Seventh Supplemental Indenture also contains certain customary covenants, including limitations on the ability of the Company and its subsidiaries, with exceptions, to incur debt secured by a pledge of or a lien on the voting stock of their significant subsidiaries. The Seventh Supplemental Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable, as applicable.
The net proceeds from the offering of the Notes will be used to repay all $400 million outstanding principal amount of the Company’s 1.875% Senior Notes due 2018 (the “2018 Senior Notes”), to reduce any of the Company’s outstanding commercial paper notes (excluding $186.0 million of commercial paper notes held by one of its wholly-owned subsidiaries) and, to the extent of any remaining proceeds, for general corporate purposes.
