ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 20, 2022, Dollar General Corporation (the "Company") completed a
registered, underwritten offering of $750,000,000 aggregate principal amount of
its 4.250% Notes due 2024 (the "2024 Notes"), $550,000,000 aggregate principal
amount of its 4.625% Notes due 2027 (the "2027 Notes"), $700,000,000 aggregate
principal amount of its 5.000% Notes due 2032 (the "2032 Notes") and
$300,000,000 aggregate principal amount of its 5.500% Notes due 2052 (the "2052
Notes" and, together with the 2024 Notes, the 2027 Notes and the 2032 Notes, the
"Notes"). The sale of the Notes was made pursuant to the Company's Registration
Statement on Form S-3 (Registration No. 333-237519) (the "Registration
Statement"), including a prospectus supplement dated September 6, 2022 (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 September 6, 2022 (the "Free Writing Prospectus"), filed by the Company
with the Commission, pursuant to Rule 433 under the Securities Act.
The Notes were issued pursuant to an indenture (as supplemented and amended, the
"Indenture") dated as of July 12, 2012 between the Company and U.S. Bank Trust
Company, National Association, as trustee (the "Trustee"), as supplemented by
each of the tenth supplemental indenture dated as of September 20, 2022 between
the Company and the Trustee (the "Tenth Supplemental Indenture") relating to the
2024 Notes, the eleventh supplemental indenture dated as of September 20, 2022
between the Company and the Trustee (the "Eleventh Supplemental Indenture")
relating to the 2027 Notes, the twelfth supplemental indenture dated as of
September 20, 2022 between the Company and the Trustee (the "Twelfth
Supplemental Indenture") relating to the 2032 Notes and the thirteenth
supplemental indenture dated as of September 20, 2022 between the Company and
the Trustee (the "Thirteenth Supplemental Indenture," and together with the
Tenth Supplemental Indenture, the Eleventh Supplemental Indenture and the
Twelfth Supplemental Indenture, the "Supplemental Indentures") relating to the
2052 Notes.
A copy of each of the Tenth Supplemental Indenture, the Eleventh Supplemental
Indenture, the Twelfth Supplemental Indenture and the Thirteenth Supplemental
Indenture is attached hereto as Exhibit 4.1, Exhibit 4.3, Exhibit 4.5 and
Exhibit 4.7, respectively, and is incorporated herein by reference. The
descriptions of the Supplemental Indentures and the Notes in this report are
summaries only and are qualified in their entirety by the terms of the
Supplemental Indentures 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 2024 Notes semi-annually in arrears on
March 20 and September 20, beginning on March 20, 2023, to holders of record on
the preceding March 5 and September 5, as the case may be. The Company will pay
interest on the 2027 Notes, the 2032 Notes and the 2052 Notes semi-annually in
arrears on May 1 and November 1, beginning on May 1, 2023, to holders of record
on the preceding April 15 and October 15, as the case may be. Interest will be
calculated on the basis of a 360-day year of twelve 30-day months.
The 2024 Notes will mature on September 20, 2024. The Company may redeem the
2024 Notes at its option, in whole or in part, at any time and from time to
time, at a redemption price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of (1) (a) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined in the Supplemental Indentures) plus 15 basis points, less (b) interest
accrued to the redemption date, and (2) 100% of the principal amount of the 2024
Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon
to the redemption date.
The 2027 Notes will mature on November 1, 2027. Prior to October 1, 2027 (the
"2027 Notes Par Call Date"), the Company may redeem the 2027 Notes at its
option, in whole or in part, at any time and from time to time, at a redemption
price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of (1) (a) the sum of the present values of
the remaining scheduled payments of principal and interest thereon discounted to
the redemption date (assuming that such 2027 Notes matured on the 2027 Notes Par
Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points, less (b) interest
accrued to the redemption date, and (2) 100% of the principal amount of the 2027
Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon
to the redemption date. Beginning on the 2027 Notes Par Call Date, the Company
may redeem the 2027 Notes at its option, in whole or in part, at any time and
from time to time, at a redemption price equal to 100% of the principal amount
of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to the
redemption date.
The 2032 Notes will mature on November 1, 2032. Prior to August 1, 2032 (the
"2032 Notes Par Call Date"), the Company may redeem the 2032 Notes at its
option, in whole or in part, at any time and from time to time, at a redemption
price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of (1) (a) the sum of the present values of
the remaining scheduled payments of principal and interest thereon discounted to
the redemption date (assuming that such 2032 Notes matured on the 2032 Notes Par
Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, less (b) interest
accrued to the redemption date, and (2) 100% of the principal amount of the 2032
Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon
to the redemption date. Beginning on the 2032 Notes Par Call Date, the Company
may redeem the 2032 Notes at its option, in whole or in part, at any time and
from time to time, at a redemption price equal to 100% of the principal amount
of the 2032 Notes being redeemed plus accrued and unpaid interest thereon to the
redemption date.
The 2052 Notes will mature on November 1, 2052. Prior to May 1, 2052 (the "2052
Notes Par Call Date"), the Company may redeem the 2052 Notes at its option, in
whole or in part, at any time and from time to time, at a redemption price
. . .
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 above 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 above, the opinions of counsel with respect to the validity of the
Notes sold in the offering are filed herewith as Exhibits 5.1 and 5.2 in order
to be incorporated by reference into the Registration Statement, the Base
Prospectus and/or the Prospectus Supplement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. N/A
(b) Pro forma financial information. N/A
(c) Shell company transactions. N/A
(d) Exhibits. See Exhibit Index to this report.
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