8-KMaterial AgreementsOther EventsExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Material Agreement (Apr 2, 2013)

Filed April 2, 2013For Securities:DG

Summary

Dollar General Corporation (DG) filed an 8-K on April 2, 2013, to report a material definitive agreement related to a secondary public offering of its common stock. On March 27, 2013, the company entered into an Underwriting Agreement with selling shareholders, including Buck Holdings, L.P., and underwriters such as Citigroup Global Markets Inc., Goldman, Sachs & Co., and KKR Capital Markets LLC. This agreement facilitated the sale of 30,000,000 shares of common stock at a price of $50.75 per share. The offering is a secondary offering, meaning the shares are being sold by existing shareholders, not the company directly. The underwriters also have an option to purchase an additional 4,500,000 shares from Buck Holdings, which could increase the total number of shares sold. This transaction is expected to close on April 3, 2013, subject to customary conditions. This filing provides transparency regarding a significant stock sale by major shareholders and its associated terms.

Key Highlights

  • 1Dollar General entered into an Underwriting Agreement on March 27, 2013, for a registered underwritten public offering.
  • 230,000,000 shares of common stock are being offered by selling shareholders at a public offering price of $50.75 per share.
  • 3Buck Holdings, L.P. is a significant selling shareholder in this offering.
  • 4Underwriters have an option to purchase up to an additional 4,500,000 shares of common stock from Buck Holdings.
  • 5The offering is a secondary offering, with shares sold by existing shareholders, not newly issued by the company.
  • 6The expected closing date for the offering is April 3, 2013.
  • 7Certain underwriters or their affiliates are also shareholders of Dollar General and have provided services to the company in the past.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement concerning a secondary public offering of Dollar General's common stock. It details the terms of the underwriting agreement, the number of shares being offered, the price per share, and the involved parties.

This is a secondary offering, meaning the shares are being sold by existing shareholders, specifically identified as 'Selling Shareholders,' including Buck Holdings, L.P. The company is not issuing new shares in this transaction.

The initial offering involves 30,000,000 shares at $50.75 per share, totaling approximately $1.52 billion. If the underwriters exercise their option to purchase an additional 4,500,000 shares, the total value could increase to approximately $1.75 billion.

The key parties include Dollar General Corporation as the registrant, Buck Holdings, L.P. as a major selling shareholder, and Citigroup Global Markets Inc., Goldman, Sachs & Co., and KKR Capital Markets LLC as the underwriters for the offering.