Item 1.01. Entry Into a Material Definitive Agreement.
Underwriting Agreement
On
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 credit facility that it expects to enter into following the completion of the offering of the Notes.
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.
Senior Notes
On
The Notes were issued pursuant to an indenture, dated as of
The Notes are unsecured, unsubordinated obligations of the Company and rank equally 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 2031 Notes mature on
The Company may redeem the Notes of each series in whole or in part at any time
and from time to time prior to the date that is (i) in the case of the 2031
Notes, three months before the maturity date of the 2031 Notes (
In the event of a Change of Control Triggering Event (as defined in the Second Supplemental 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 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 Second Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The descriptions of the Second Supplemental Indenture and the Notes in this report are summaries and are qualified in their entirety by the terms of the Second Supplemental Indenture and the form of Notes attached hereto.
Use of Proceeds
The Company expects to use the net proceeds from this offering to redeem its outstanding 3.700% Senior Notes due 2023 (the "Existing 2023 Senior Notes"), with any remaining amounts to be used for general corporate purposes, which may include repurchases of the Company's common stock.
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 Form 8-K is incorporated by reference into this Item 2.03.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.
Redemption of the Existing 2023 Senior Notes
The Existing 2023 Senior Notes were issued under the Indenture, as supplemented
by the first supplemental indenture thereto dated as of
On
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 Form 8-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 Exhibit No. Description 1.1 Underwriting Agreement, dated as ofNovember 29, 2021 , by and among Dollar Tree,Inc. andJ.P. Morgan Securities LLC andBofA Securities, Inc. , as representatives of the several underwriters named therein. 4.1 Second Supplemental Indenture, dated as ofDecember 1, 2021 , betweenDollar Tree, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of 2.650% Senior Notes due 2031 (included in Exhibit 4.1). 4.2 Form of 3.375% Senior Notes due 2051 (included in Exhibit 4.1). 5.1 Opinion ofWachtell, Lipton, Rosen & Katz . 5.2 Opinion ofWilliams Mullen . 23.1 Consent ofWachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). 23.2 Consent ofWilliams Mullen (included in Exhibit 5.2). 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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