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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