Dollar General Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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FORM
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On September 3, 2024, Dollar General Corporation (the “Company”) entered into an unsecured amended and restated credit agreement (the “2024 Credit Agreement”) with the initial lenders named therein, Citibank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, Citibank, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, U.S. Bank National Association and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, and Fifth Third Bank, National Association, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., PNC Bank, National Association, Regions Bank, The Huntington National Bank, Truist Bank, U.S. Bank National Association, and Wells Fargo Bank, National Association as co-documentation agents. The 2024 Credit Agreement provides for a $2.375 billion unsecured five-year revolving credit facility (the “Revolving Facility”) which allows for a subfacility for letters of credit of up to $100 million, of which $70 million is currently committed and $30 million is uncommitted. The Revolving Facility also includes a subfacility with a borrowing capacity of up to $50 million available for short-term borrowings referred to as swingline loans.
The 2024 Credit Agreement provides that the Company has the right at any time to request increased revolving commitments in an aggregate amount of up to $500.0 million. The Company also has the right, subject to certain limitations and conditions, to request extensions of the termination date. The lenders under the 2024 Credit Agreement will not be under any obligation to provide any such increased revolving commitments or extensions, and any such addition of or increase in commitments or extensions of the termination date will be subject to certain customary conditions precedent.
Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR (as defined in the 2024 Credit Agreement) plus a credit spread adjustment of 0.10%, but in no event less than 0%) or (b) a base rate (which is the highest of (i) Citibank N.A.’s publicly announced “base rate,” (ii) the federal funds rate plus 0.5% and (iii) Adjusted Term SOFR for an interest period of one month (but in no event less than 0%), plus 1.00%). The applicable interest rate margins for borrowings and the facility fees under the 2024 Credit Agreement are subject to adjustment from time to time based on the Company’s long-term senior unsecured non-credit-enhanced debt ratings. The Company is also required to pay a facility fee to the lenders under the Revolving Facility for any used and unused commitments and customary fees on letters of credit issued under the Revolving Facility. As of September 3, 2024, the applicable interest rate margin for Adjusted Term SOFR loans is 1.015% and the commitment fee rate is 0.110%. The applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from time to time based on the Company’s non-credit enhanced long-term senior unsecured debt ratings.
The Company may voluntarily repay outstanding loans under the 2024 Credit Agreement at any time without premium or penalty, other than customary “breakage” costs with respect to Adjusted Term SOFR loans.
The 2024 Credit Agreement contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ ability to: incur additional liens; sell all or substantially all of the Company’s assets; consummate certain fundamental changes or change the Company’s lines of business; and incur additional subsidiary indebtedness. The 2024 Credit Agreement also contains financial covenants that require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio, as well as customary events of default, the occurrence of which could result in amounts borrowed under the Revolving Facility becoming due and payable and remaining commitments terminated prior to its September 3, 2029 scheduled termination date.
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Certain lenders under the 2024 Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to the Company and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.
A copy of the 2024 Credit Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the 2024 Credit Agreement in this report is a summary and is qualified in its entirety by the terms of the 2024 Credit Agreement attached hereto.
| ITEM 1.02 | TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. |
On September 3, 2024, all outstanding commitments under that certain Amended and Restated Credit Agreement, dated as of December 2, 2021, by and among the Company, as borrower, Citibank, N.A., as administrative agent, and the other credit parties and lenders party thereto, as amended by Amendment No. 1 dated January 31, 2023 and Amendment No. 2 dated February 13, 2024 (collectively, the “2021 Credit Agreement”) (as previously disclosed by the Company on its Current Reports on Form 8-K dated December 2, 2021, January 31, 2023 and February 13, 2024, filed with the Securities and Exchange Commission on December 3, 2021, February 1, 2023 and February 14, 2024, respectively), were terminated and replaced by the commitments under the 2024 Credit Agreement as described in Item 1.01 above.
Certain lenders under the 2021 Credit Agreement and their affiliates have, from time to time, provided investment banking, commercial banking, advisory and other services to the Company and/or its affiliates for which they have received customary fees and commissions and such lenders and their affiliates may provide these services from time to time in the future.
| 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 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Financial statements of businesses acquired. N/A | |
| (b) | Pro forma financial information. N/A | |
| (c) | Shell company transactions. N/A | |
| (d) | Exhibits. See Exhibit Index to this report. |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Amended and Restated Credit Agreement, dated as of September 3, 2024, among Dollar General Corporation, as borrower, Citibank N.A., as administrative agent, and the other credit parties and lenders party thereto | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | September 3, 2024 | DOLLAR GENERAL CORPORATION | |
| By: | /s/ Kelly M. Dilts | ||
| Kelly M. Dilts | |||
| Executive Vice President and Chief Financial Officer | |||
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