8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

DOLLAR TREE, INC. 8-K Report, Material Agreement (Jul 8, 2015)

Filed July 8, 2015For Securities:DLTR

Summary

This Form 8-K filing by Dollar Tree, Inc. on July 8, 2015, announces the successful completion of its acquisition of Family Dollar Stores, Inc. (the "Merger") on July 6, 2015. The transaction, originally announced in July 2014, involved Dollar Tree acquiring Family Dollar for a combination of cash and stock, valued at approximately $6.8 billion in cash and $2.2 billion in Dollar Tree stock. This filing details the material definitive agreements executed in connection with the merger, including the financing aspects. Dollar Tree utilized proceeds from newly issued senior notes and credit facilities to fund the cash portion of the transaction. The filing also notes the termination of existing credit agreements and senior notes for both Dollar Tree and Family Dollar, indicating a significant refinancing effort. Key operational and governance changes are also noted. Howard R. Levine, former Chairman and CEO of Family Dollar, has joined Dollar Tree's Board of Directors and will continue to serve as CEO of Family Dollar, reporting to Dollar Tree's CEO. This integration marks a significant step for Dollar Tree in expanding its retail footprint. Investors should note the substantial financial obligations undertaken to complete this acquisition, as well as the initial management integration steps outlined.

Key Highlights

  • 1Dollar Tree, Inc. officially completed its acquisition of Family Dollar Stores, Inc. on July 6, 2015.
  • 2The acquisition was funded through a combination of cash on hand, proceeds from new senior notes ($3.25 billion), and borrowings under new senior secured credit facilities.
  • 3Existing credit agreements and senior notes for both Dollar Tree and Family Dollar were paid in full and terminated concurrently with the merger closing.
  • 4The merger consideration included approximately $6.8 billion in cash and 28.5 million shares of Dollar Tree common stock (valued at approximately $2.2 billion at the time).
  • 5Howard R. Levine, former Chairman and CEO of Family Dollar, has been appointed to Dollar Tree's Board of Directors and will continue as CEO of Family Dollar.
  • 6The size of Dollar Tree's Board of Directors was expanded from eleven to twelve members to accommodate the new appointment.

Frequently Asked Questions

This Form 8-K filing announces the official completion of Dollar Tree's acquisition of Family Dollar on July 6, 2015, and details the material definitive agreements, financing arrangements, and initial governance changes related to this significant transaction.

The cash portion of the acquisition was funded through a combination of Dollar Tree's existing cash reserves, the proceeds from the issuance of $750 million in 5.250% senior notes due 2020 and $2.5 billion in 5.750% senior notes due 2023, and initial borrowings under new senior secured credit facilities totaling $6.2 billion.

Concurrently with the closing of the merger, Family Dollar paid in full all amounts owing under its existing credit agreements and certain senior notes. Similarly, Dollar Tree paid in full and terminated its own existing credit agreement and senior notes.

Howard R. Levine, the former Chairman and CEO of Family Dollar, has joined Dollar Tree's Board of Directors and will continue to lead Family Dollar as its CEO, reporting to Dollar Tree's CEO. The size of Dollar Tree's Board was increased to twelve directors to accommodate this change.