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| DG > SEC Filings for DG > Form 8-K on 3-Jul-2012 | All Recent SEC Filings |
3-Jul-2012
Entry into a Material Definitive Agreement, Other Events, Financial Statement
On June 27, 2012, Dollar General Corporation (the "Company") and certain of its subsidiaries, as guarantors (the "Subsidiary Guarantors"), entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of June 27, 2012, with Citigroup Global Markets Inc., Goldman, Sachs & Co., and KKR Capital Markets LLC (the "Representatives", and together with the other underwriters named in Schedule I thereto, the "Underwriters") with respect to the Company's issuance and sale of $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2017 (the "New Notes"). Settlement for the offering of the New Notes is expected to occur on July 12, 2012. The net proceeds from the offering of the New Notes will be used, together with cash on hand, to redeem all outstanding aggregate principal amount of the Company's 11.8725%/12.625% senior subordinated toggle notes due 2017 (the "Existing Notes").
The sale of the New Notes was made pursuant to the Company's and the Subsidiary Guarantors' Registration Statement on Form S-3, as amended (Registration No. 333-165800) (the "Registration Statement"), including a prospectus supplement dated June 27, 2012 (the "Prospectus Supplement") to the prospectus contained therein dated March 31, 2010 (the "Base Prospectus"), filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, and a free writing prospectus dated June 27, 2012, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 433 under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the New Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
Each of Goldman, Sachs & Co. and an affiliate of Kohlberg Kravis Roberts & Co. L.P. acted as an Underwriter for the New Notes offering. Kohlberg Kravis Roberts & Co. L.P. and Goldman, Sachs & Co., through their investment in Buck Holdings, L.P., are significant shareholders of the Company. Certain of the underwriters and/or their affiliates are holders of the Existing Notes and will receive a portion of the net proceeds from the offering of the New Notes.
Certain of the Underwriters or their affiliates perform and have performed commercial and investment banking and advisory services for the Company from time to time for which they receive and have received customary fees and expenses. The Underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business for which they will receive fees and expenses.
In connection with the offering by the Company of the New Notes, as described in
response to Item 1.01 of this Current Report on Form 8-K, the following exhibits
are filed herewith in order to be incorporated by reference into the
Registration Statement, the Base Prospectus and/or the Prospectus Supplement:
(i) the Underwriting Agreement (Exhibit 1.1 hereto), (ii) the opinions of
counsel with respect to the validity of the New Notes sold in the offering
(Exhibits 5.1 and 5.2 hereto) and (iii) certain information relating to Part II,
Item 14 "Other Expenses of Issuance and Distribution" of the Registration
Statement (Exhibit 99.1 hereto).
(d) Exhibits. See Exhibit Index immediately following the signature page hereto.
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