DOLLAR TREE,INC. (NASDAQ:DLTR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
Underwriting Agreement
On April5, 2018, Dollar Tree,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”) with respect to the Company’s issuance and sale of $750,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2020 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 3.700% Senior Notes due 2023 (the “2023 Notes”), $1,000,000,000 aggregate principal amount of its 4.000% Senior Notes due 2025 (the “2025 Notes”) and $1,250,000,000 aggregate principal amount of its 4.200% Senior Notes due 2028 (the “2028 Notes” and together with the Floating Rate Notes, the 2023 Notes and the 2025 Notes, the “Notes”). The offering of the Notes is expected to close on April19, 2018, subject to the satisfaction of customary closing conditions.
The Company expects to use the proceeds of the offering of the Notes, together with cash on hand and the proceeds of borrowings under new senior credit facilities that it expects to enter into concurrently with or in advance of the closing of the Offering (the “New Senior Credit Facilities”) to redeem all of its outstanding 5.750% Senior Notes due 2023 (the “Existing Notes”) 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 Existing Notes and, as such, will receive a portion of the net proceeds from the offering of the Notes to the repayment of such indebtedness.
The sale of the Notes is being made to the Company’s Registration Statement on FormS-3 (Registration No.333-224071), including a prospectus supplement dated April5, 2018 to the prospectus contained therein dated April2, 2018, filed by the Company with the Securities and Exchange Commission, to Rule424(b)(5)under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking, hedging, brokerage and advisory services for the Company for which they have received, and will receive, customary fees and expenses. In particular, affiliates of certain of the underwriters are expected to be agents and/or lenders under the Company’s New Senior Credit Facilities.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.
