The Notes were issued to an indenture, dated as of April2, 2018, between the Company and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of April19, 2018 (the “First Supplemental Indenture”).

The Notes are unsecured, unsubordinated obligations of the Company and rank equal in right of payment to all of the Company’s existing and future debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Notes.

The 2023 Notes mature on May15, 2023 and bear interest at the rate of 3.700% per annum. The 2025 Notes mature on May15, 2025 and bear interest at the rate of 4.000% per annum. The 2028 Notes mature on May15, 2028 and bear interest at the rate of 4.200% per annum. The Company is required to pay interest on the Fixed Rate Notes semi-annually, in arrears, on May15 and November15 of each year, beginning on November15, 2018, to holders of record on the preceding May1 and November1, respectively. The Floating Rate Notes mature on April17, 2020 and bear interest at a floating rate, reset quarterly, equal to LIBOR (as defined in the First Supplemental Indenture) plus 70 basis points. The Company is required to pay interest on the Floating Rate Notes quarterly, in arrears, on January17, April17, July17 and October17 of each year, beginning on July17, 2018, to holders of record on the preceding January3, April3, July3 and October3, respectively.

The Company may redeem the Floating Rate Notes in whole or in part at any time beginning on April22, 2019 at a price equal to 50% of principal amount of Floating Rate Notes being redeemed plus accrued but unpaid interest to, but excluding, the redemption date. The Company may redeem the Fixed Rate Notes of each series in whole or in part, at its option, at any time and from time to time prior to (i)in the case of the 2023 Notes, April15, 2023, (ii)in the case of the 2025 Notes, March15, 2025 and (iii)in the case of the 2028 Notes, February15, 2028 (each such date with respect to the applicable series, the “Applicable Par Call Date”), in each case, at a “make-whole” price described in the First Supplemental Indenture plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, on or after the Applicable Par Call Date, we may redeem the Fixed Rate Notes of the applicable series, at any time in whole or from time to time in part, at a redemption price equal to 50% of the principal amount thereof.

In the event of a Change of Control Triggering Event (as defined in the Indenture) with respect to any series, the holders of the Notes of such series may require the Company to purchase for cash all or a portion of their Notes of such series 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 Indenture limits the ability of the Company and its subsidiaries, subject to significant baskets and exceptions, to incur certain secured debt. The First 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.

A copy of the First Supplemental Indenture is attached hereto as Exhibit4.1 and is incorporated herein by reference. The descriptions of the First Supplemental Indenture and the Notes in this report are summaries and are qualified in their entirety by the terms of the First Supplemental Indenture and the form of Notes attached hereto.

Use of Proceeds

The Company expects to use the net proceeds from the offering of the Notes, together with cash on hand and the proceeds of borrowings under the Senior Credit Facilities, to redeem all of its outstanding 5.750% Senior Notes due 2023 and repay all of the outstanding loans under the Company’s existing senior secured credit facilities, including its Term Loan A-1 Loans, which mature July6, 2020 and currently bear interest at LIBOR plus 1.50% per annum, and its Term Loan B-2 Loans, which mature July6, 2022 and currently bear interest at 4.25% per annum. Certain of the underwriters or their respective affiliates are lenders under the Company’s existing senior secured credit facilities and hold outstanding 5.750% Senior Notes due 2023 and, as such, will receive a portion of the net proceeds from the offering of the Notes to the repayment of such indebtedness.

The Company will capitalize approximately $37 million of deferred financing costs and original issue discount, which will result in non-cash amortization over the term of the Senior Credit Facilities and Notes.

Item 1.02. Termination of a Material Definitive Agreement.

The information provided in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 1.02.

Termination of the Existing Credit Agreement

In connection with entry into the Credit Agreement as described in Item 1.01 above, the Company terminated all commitments and repaid all obligations under the Company’s existing Credit Agreement, dated as of March9, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among the Company (as successor by merger to Family Tree Escrow, LLC), as borrower, the financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. On April19, 2018, upon the termination of the Existing Credit Agreement, all of the guarantees of the obligations under the Existing Credit Agreement were terminated and all liens granted under the Existing Credit Agreement (including those equally and ratably securing the 5.00% Senior Notes due 2021 issued by the Company’s subsidiary, Family Dollar Stores,Inc.) were released.

In connection with the termination of the Existing Credit Agreement, the Company paid certain lenders thereunder a prepayment premium of $6.5 million, which was equal to 1.000% of the outstanding principal amount of the Term Loan B-2 Loans under the Existing Credit Agreement.

Satisfaction and Discharge of 5.750% Senior Notes due 2023

As previously disclosed, on April5, 2018, U.S. Bank National Association, as trustee for the Company’s 5.750% Senior Notes due 2023, at the Company’s direction, delivered a conditional notice of redemption to holders of all $2,500 million in aggregate principal amount of such notes outstanding. The notes were issued under an Indenture, dated as of February23, 2015 (as supplemented by the first supplemental indenture thereto dated as of July6, 2015, and the second supplemental indenture thereto dated as of January25, 2016) among the Company (as successor by merger to Family Tree Escrow, LLC), the Guarantors party thereto and U.S. Bank National Association, as trustee.

On April19, 2018, the Company deposited with the trustee an amount sufficient to pay and discharge the entire indebtedness under the Company’s 5.750% Senior Notes due 2023 and the indenture governing such notes was satisfied and discharged. The Company’s 5.750% Senior Notes due 2023 will be redeemed on May5, 2018, in accordance with the notice of redemption delivered on April5.

In connection with the redemption of the 5.75% Senior Notes due 2023, the Company paid a redemption premium of $107.8 million, which was equal to 4.313% of the outstanding principal amount.

In connection with the redemption of the 5.75% Senior Notes due 2023 and the repayment of the Company’s Existing Credit Agreement, the Company will accelerate the expensing of approximately $41 million of amortizable non-cash deferred financing costs and will expense less than $1.0 million in transaction-related costs. The Company expects the annual interest savings resulting from the recently completed Senior Credit Facilities and Notes will be approximately $48 million.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

In connection with the offering by the Company of the Notes, as described in Item 1.01 of this Current Report on Form8-K, the opinions of counsel with respect to the validity of the Notes sold in the offering (Exhibits 5.1 and 5.2

hereto) are filed herewith in order to be incorporated by reference into the Registration Statement, the Base Prospectus and the Prospectus Supplement.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

EXHIBITINDEX

DOLLAR TREE INC Exhibit
EX-4.1 2 a18-11207_1ex4d1.htm EX-4.1 Exhibit 4.1   FIRST SUPPLEMENTAL INDENTURE   Dated as of April 19,…
To view the full exhibit click here

About DOLLAR TREE,INC. (NASDAQ:DLTR)

Dollar Tree, Inc. is an operator of discount variety stores. The Company operates approximately 13,851 discount variety retail stores. The Company’s segments include Dollar Tree and Family Dollar. The Dollar Tree segment operates discount variety stores offering merchandise at a fixed price. The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of merchandise in neighborhood stores. Its stores operate under the names of Dollar Tree, Family Dollar, Dollar Tree Canada, Deals and Dollar Tree Deals. The Dollar Tree segment includes its operations under the Dollar Tree, Dollar Tree Canada, Deals and Dollar Tree Deals brands, over 10 distribution centers in the United States and over two in Canada, and a Store Support Center in Chesapeake, Virginia. The Family Dollar segment consists of its operations under the Family Dollar brand, over 11 distribution centers and a Store Support Center in Matthews, North Carolina.

DOLLAR TREE,INC. (NASDAQ:DLTR) Recent Trading Information

DOLLAR TREE,INC. (NASDAQ:DLTR) closed its last trading session down -1.34 at 97.56 with shares trading hands.