UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On April 3, 2020, Dollar General Corporation (the “Company”) completed a registered, underwritten offering of $1,000,000,000 aggregate principal amount of 3.500% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”). The sale of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-237519) (the “Registration Statement”), including a prospectus supplement dated April 1, 2020 (the “Prospectus Supplement”) to the prospectus contained therein dated April 1, 2020 (the “Base Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”), pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and a free writing prospectus dated April 1, 2020 (the “Free Writing Prospectus”), filed by the Company with the Commission, pursuant to Rule 433 under the Securities Act.
The Notes were issued pursuant to an indenture (as supplemented and amended, the “Indenture”) dated as of July 12, 2012 between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture dated as of April 3, 2020 between the Company and the Trustee (the “Eighth Supplemental Indenture”), relating to the 2030 Notes, and as supplemented by the Ninth Supplemental Indenture dated as of April 3, 2020 between the Company and the Trustee (the “Ninth Supplemental Indenture” and, together with the Eighth Supplemental Indenture, the “Supplemental Indentures”), relating to the 2050 Notes.
A copy of the Eighth Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A copy of the Ninth Supplemental Indenture is attached hereto as Exhibit 4.3 and is incorporated herein by reference. The descriptions of the Supplemental Indentures and the Notes in this report are summaries and are qualified in their entirety by the terms of the Supplemental Indentures and the form of Notes attached hereto.
The Notes are unsecured and unsubordinated obligations of the Company and rank equally and ratably with the Company’s other existing and future debt not expressly subordinated in right of payment to the Notes and are effectively subordinated to the Company’s secured debt to the extent of the value of the collateral. The Notes are structurally subordinated to the claims of creditors of subsidiaries of the Company.
The Company will pay interest on the Notes semi-annually on April 3 and October 3, beginning October 3, 2020, to holders of record on the preceding March 15 and September 15, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months.
The 2030 Notes will mature on April 3, 2030. Prior to January 3, 2030 (the “2030 Notes Par Call Date”), the Company may redeem the 2030 Notes at any time in whole or at any time and from time to time in part, in each case at the Company’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2030 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal and interest thereon that would be due if such 2030 Notes matured on the 2030 Notes Par Call Date (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis plus a premium equal to the applicable treasury rate plus 45 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. Beginning on the 2030 Notes Par Call Date, the Company may redeem the 2030 Notes at any time in whole or at any time and from time to time in part, in each case at the Company’s option, at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.
The 2050 Notes will mature on April 3, 2050. Prior to October 3, 2049 (the “2050 Notes Par Call Date”), the Company may redeem the 2050 Notes at any time in whole or at any time and from time to time in part, in each case at the Company’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2050 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal and interest thereon that would be due if such 2050 Notes matured on the 2050 Notes Par Call Date (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis plus a premium equal to the applicable treasury rate plus 45 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. Beginning on the 2050 Notes Par Call Date, the Company may redeem the 2050 Notes at any time in whole or at any time and from time to time in part, in each case at the Company’s option, at a redemption price equal to 100% of the principal amount of the 2050 Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.
In the event of a Change of Control Triggering Event (as defined in Supplemental Indentures), the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes 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 Supplemental Indentures also contain certain customary covenants, including limitations on the ability of the Company and its subsidiaries, with exceptions, to incur debt secured by a pledge of or a lien on the voting stock of their significant subsidiaries. The Supplemental Indentures also provide 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.
U.S. Bank National Association also serves as trustee under the Indenture, as supplemented by the supplemental indentures, governing the Company’s existing senior notes due 2023, 2025, 2027 and 2028, and an affiliate of U.S. Bank National Association acted as an underwriter for the Company’s offering of the Notes for which they have received customary compensation.
| 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 report is incorporated by reference into this Item 2.03.
| ITEM 8.01 | OTHER EVENTS. |
In connection with the offering by the Company of the Notes, as described in response to 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/or the Prospectus Supplement.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 3, 2020 | DOLLAR GENERAL CORPORATION | |
| By: | /s/ John W. Garratt | |
| Name: John W. Garratt | ||
| Title: Executive Vice President and Chief | ||
| Financial Officer | ||