ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Underwriting Agreement
On April 1, 2020, Dollar General Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities,
Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as
representatives of the several underwriters named therein (the "Underwriters")
with respect to the Company's issuance and sale of $1.0 billion aggregate
principal amount of its 3.500% Senior Notes due 2030 (the "2030 Notes") and
$500.0 million aggregate principal amount of its 4.125% Senior Notes due 2050
(the "2050 Notes" and, together with the 2030 Notes, the "Notes"). Settlement
for the offering of the Notes is expected to occur on April 3, 2020. The net
proceeds from the offering of the Notes will be used for general corporate
purposes, which may include the repayment of indebtedness.
The sale of the Notes is being made pursuant to the Company's Registration
Statement on Form S-3 (Registration No. 333-237519) (the "Registration
Statement"), including a preliminary prospectus supplement dated April 1, 2020
(the "Prospectus Supplement") to the prospectus contained therein dated April 1,
2020 (the "Base Prospectus"), filed by the Company with the Securities and
Exchange Commission (the "Commission"), pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended (the "Securities Act"), and a free writing
prospectus dated April 1, 2020 (the "Free Writing Prospectus"), filed by the
Company with the Commission, pursuant to Rule 433 under the Securities Act.
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.
Certain of the Underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various financial advisory,
investment banking, commercial banking and other services for the Company for
which they received or will receive customary fees and expenses. The
Underwriters and their respective affiliates may also, from time to time, enter
into arm's-length transactions with the Company in the ordinary course of their
business. In addition, affiliates of the underwriters are lenders under the
Company's revolving credit facility.
Affiliates of the underwriters are lenders under the Company's revolving credit
facility. BofA Securities, Inc., Wells Fargo Securities, LLC and affiliates of
Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc. are joint lead
arrangers and bookrunners. In addition, an affiliate of Citigroup Global Markets
Inc. is the administrative agent and a joint lead arranger and bookrunner.
Affiliates of BofA Securities, Inc. and Goldman Sachs & Co. LLC are also
co-syndication agents. Affiliates of BBVA Securities, Inc., Fifth Third
Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC
Capital Markets LLC, Regions Securities LLC, SunTrust Robinson Humphrey, Inc.,
U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are
co-documentation agents under the Company's revolving credit facility. Further,
U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc.,
will serve as trustee under the indenture under which the Notes offered hereby
will be issued.
The above description of the Underwriting Agreement is qualified in its entirety
by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
In connection with the offering by the Company of the Notes, as described in
response to Item 1.01 of this Current Report on Form 8-K, the following exhibits
are filed herewith in order to be incorporated by reference into the
Registration Statement, the Base Prospectus and/or the Prospectus Supplement:
(i) the Underwriting Agreement (Exhibit 1.1 hereto) and (ii) certain information
relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of
the Registration Statement (Exhibit 99.1 hereto).
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