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DG > SEC Filings for DG > Form 8-K on 12-Oct-2012All Recent SEC Filings

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Form 8-K for DOLLAR GENERAL CORP


12-Oct-2012

Entry into a Material Definitive Agreement, Other Events, Financial Statement


Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in connection with the share repurchase from Buck Holdings, L.P. described in Item 8.01 below, on October 9, 2012, Dollar General Corporation (the "Company") entered into (1) a second amendment to the credit agreement (the "Second Amendment to the Credit Agreement") among the Company, CitiCorp North America, Inc. as administrative agent and collateral agent, and the other agents and lenders party thereto and (2) a first amendment to the Amended and Restated Credit Agreement (the "Amendment No. 1 to Amended and Restated Credit Agreement" and, together with the Second Amendment to the Credit Agreement, the "Amendments to the Credit Agreements") among the Company, certain subsidiary borrowers, Wells Fargo Bank, National Association as administrative agent and collateral agent, and the other agents and lenders party thereto. The Amendments to the Credit Agreements modify the terms of the Company's existing credit agreements by adding additional capacity for the Company to repurchase, redeem or otherwise acquire shares of its capital stock for cash consideration not to exceed $250,000,000. The foregoing summary of the material terms of the Amendments to the Credit Agreements is qualified in its entirety by reference to the copies of the Second Amendment to the Credit Agreement and Amendment No. 1 to the Amended and Restated Credit Agreement that are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

Citigroup Global Markets Inc. (an affiliate of CitiCorp North America, Inc.), Goldman, Sachs & Co. and KKR Capital Markets LLC (an affiliate of Kohlberg Kravis Roberts & Co. L.P.) acted as underwriters in connection with the secondary offering described in Item 8.01 below. Affiliates of each of Kohlberg Kravis Roberts & Co. L.P. and Goldman, Sachs & Co. (among other entities) acted as joint lead arrangers for the Amended and Restated Credit Agreement. Kohlberg Kravis Roberts & Co. L.P. and Goldman, Sachs & Co., through their investment in Buck Holdings, L.P., are significant shareholders of the Company.



Item 8.01 Other Events.

On October 10, 2012, the underwriters in the previously announced secondary offering completed their purchase of an additional 5,400,000 shares of the Company's common stock from Buck Holdings, L.P.

As part of its previously announced share repurchase program, on October 11, 2012, the Company purchased 4,929,508 shares of Common Stock from Buck Holdings, L.P. for $50.715 per share, which represents the price to the public in the secondary offering less underwriting discounts and commissions. The total purchase price for the repurchased shares was approximately $250 million. In connection with the closing of the share repurchase, Buck Holdings, L.P. reimbursed the Company for approximately $1.7 million in lender fees incurred in obtaining the Second Amendment to the Credit Agreement described above. The share repurchase from Buck Holdings, L.P. was funded with $250 million in borrowings under the Company's senior secured asset-based revolving credit facility.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See Exhibit Index immediately following the signature page hereto.


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