8-KMaterial AgreementsOther EventsExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Material Agreement (Oct 3, 2012)

Filed October 3, 2012For Securities:DG

Summary

Dollar General Corporation filed an 8-K report on October 3, 2012, to disclose a significant secondary offering of its common stock. On September 27, 2012, the Company entered into an Underwriting Agreement for the sale of 36,000,000 shares of common stock by existing selling shareholders, including Buck Holdings, L.P., at a public offering price of $51.75 per share. This transaction was completed on October 3, 2012. The offering also included an option for the underwriters to purchase an additional 5,400,000 shares from Buck Holdings. The filing details the involvement of major underwriters such as Citigroup Global Markets Inc., Goldman, Sachs & Co., and KKR Capital Markets LLC. Notably, KKR and Goldman Sachs, through their investment in Buck Holdings, are significant shareholders in Dollar General, indicating a substantial stake held by key stakeholders. This secondary offering signifies a substantial divestment by existing shareholders, rather than a capital raise by the company itself. Investors should note that the proceeds from this sale go directly to the selling shareholders. The report also references the relevant registration statements and prospectus supplements filed with the SEC, providing further details on the offering's legal and regulatory framework.

Key Highlights

  • 1Dollar General Corporation announced a secondary underwritten public offering of 36,000,000 shares of its common stock.
  • 2The offering was conducted by certain selling shareholders, including Buck Holdings, L.P., with the transaction completing on October 3, 2012.
  • 3The public offering price was set at $51.75 per share, generating significant proceeds for the selling shareholders.
  • 4Underwriters for the offering included Citigroup Global Markets Inc., Goldman, Sachs & Co., and KKR Capital Markets LLC.
  • 5An option for underwriters to purchase up to an additional 5,400,000 shares from Buck Holdings was included.
  • 6KKR and Goldman Sachs, through their investment in Buck Holdings, are identified as significant shareholders of Dollar General.
  • 7The offering was made pursuant to a Registration Statement on Form S-3 and related prospectus filings.

Frequently Asked Questions

This 8-K filing serves to report the entry into a material definitive agreement for a secondary public offering of Dollar General Corporation's common stock by existing shareholders. It announces the completion of this significant stock sale.

No, this is a secondary offering, meaning the shares are being sold by existing shareholders (like Buck Holdings, L.P.) and not by the company itself. Therefore, the proceeds from this sale go directly to the selling shareholders, not to Dollar General for corporate purposes.

The key parties include Dollar General Corporation (the issuer), the selling shareholders (led by Buck Holdings, L.P.), and the underwriters (Citigroup Global Markets Inc., Goldman, Sachs & Co., and KKR Capital Markets LLC). Notably, KKR and Goldman Sachs are significant existing shareholders through their investment in Buck Holdings.

The option granted to the underwriters to purchase an additional 5,400,000 shares from Buck Holdings provides flexibility to cover potential oversubscriptions or to allow the selling shareholder to sell more shares if market conditions are favorable, at the same offering price.