8-KMaterial AgreementsFinancial EventsOther Events+1

DOLLAR GENERAL CORP 8-K Report, Material Agreement (Apr 2, 2012)

Filed April 2, 2012For Securities:DG

Summary

Dollar General Corporation (DG) filed an 8-K on April 2, 2012, detailing two significant events that occurred on March 27 and March 30, 2012. The company was involved in a secondary public offering where selling shareholders, including Buck Holdings, L.P., sold 25 million shares of common stock at $45.25 per share, with an option for underwriters to purchase an additional 3.75 million shares, which was exercised. This offering was conducted under a previously filed registration statement and prospectus supplement. Furthermore, Dollar General entered into an Amended and Restated Credit Agreement that modified its existing term loan facility. Key amendments include the creation of a tranche C term loan by extending the maturity of a substantial portion of existing term loans to July 2017, provisions for refinancing senior subordinated notes, and increased capacity for investments and restricted payments. These actions suggest a strategic financial maneuver to optimize its capital structure and provide financial flexibility.

Key Highlights

  • 1Dollar General completed a secondary public offering of 25,000,000 shares of common stock at $45.25 per share on April 2, 2012, sold by existing shareholders.
  • 2Underwriters exercised an option to purchase an additional 3,750,000 shares from selling shareholders, bringing the total shares sold in the offering to 28,750,000.
  • 3The secondary offering involved selling shareholders, notably Buck Holdings, L.P., with significant underwriters including Citigroup, Goldman Sachs, KKR Capital Markets, Barclays, and J.P. Morgan.
  • 4Concurrent with the secondary offering, Dollar General repurchased 6,817,311 shares of its common stock from Buck Holdings, L.P. for $44.00562 per share.
  • 5The share repurchase was funded by $300 million in borrowings under the company's senior secured asset-based revolving credit facility.
  • 6The company entered into an Amended and Restated Credit Agreement, extending the maturity of approximately $879 million in existing term loans to July 6, 2017.
  • 7The credit agreement amendments also provide flexibility for refinancing senior subordinated notes and increase capacity for investments and debt prepayments.

Frequently Asked Questions

This 8-K filing primarily disclosed the entry into a material definitive agreement related to an Underwriting Agreement for a secondary public offering of Dollar General's common stock and an Amended and Restated Credit Agreement that modified the company's existing term loan facility.

The secondary offering involved selling shareholders, principally Buck Holdings, L.P., and major underwriters including Citigroup Global Markets Inc., Goldman, Sachs & Co., KKR Capital Markets LLC, Barclays Capital Inc., and J.P. Morgan Securities LLC.

The Amended and Restated Credit Agreement extended the maturity of approximately $879 million of existing term loans to July 6, 2017, provided for the ability to refinance senior subordinated notes, and increased the company's capacity for investments and restricted payments.

No, this filing pertains to a secondary offering where existing shareholders sold their shares. However, the company did repurchase shares from one of the selling shareholders, Buck Holdings, L.P., which was funded by borrowings.