Material Agreement · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549       FORM 8-K       CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): April 1, 2020       DOLLAR GENERAL CORPORATION (Exact Name of Registrant as Specified in its Charter)       Tennessee   001-11421   61-0502302 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   100 Mission Ridge Goodlettsville , Tennessee   37072 (Address of Principal Executive Offices)   (Zip Code)   Registrant’s telephone number, including area code:   ( 615 ) 855-4000   Not Applicable (Former Name or Former Address, if Changed Since Last Report)       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.875 per share DG New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging Growth Company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨             ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.   Underwriting Agreement   On April 1, 2020, Dollar General Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”) with respect to the Company’s issuance and sale of $1.0 billion aggregate principal amount of its 3.500% Senior Notes due 2030 (the “2030 Notes”) and $500.0 million aggregate principal amount of its 4.125% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”). Settlement for the offering of the Notes is expected to occur on April 3, 2020. The net proceeds from the offering of the Notes will be used for general corporate purposes, which may include the repayment of indebtedness.   The sale of the Notes is being made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-237519) (the “Registration Statement”), including a preliminary 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 Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.   Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and other services for the Company for which they received or will receive customary fees and expenses. The Underwriters and their respective affiliates may also, from time to time, enter into arm’s-length transactions with the Company in the ordinary course of their business. In addition, affiliates of the underwriters are lenders under the Company’s revolving credit facility.   Affiliates of the underwriters are lenders under the Company’s revolving credit facility. BofA Securities, Inc., Wells Fargo Securities, LLC and affiliates of Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc. are joint lead arrangers and bookrunners. In addition, an affiliate of Citigroup Global Markets Inc. is the administrative agent and a joint lead arranger and bookrunner. Affiliates of BofA Securities, Inc. and Goldman Sachs & Co. LLC are also co-syndication agents. Affiliates of BBVA Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, Regions Securities LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are co-documentation agents under the Company’s revolving credit facility. Further, U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., will serve as trustee under the indenture under which the Notes offered hereby will be issued.   The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.   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 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) and (ii) certain information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (Exhibit 99.1 hereto).          Item 9.01. Financial Statements and Exhibits.     (d) Exhibits. See Exhibit Index to this report.   EXHIBIT INDEX   Exhibit No.   Description of Exhibit       1.1   Underwriting Agreement, dated April 1, 2020, among the Company, BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. 99.1   Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (Registration No. 333-237519). 104   Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document          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.     DOLLAR GENERAL CORPORATION   Date: April 2, 2020 By: /s/ John W. Garratt   Name:  John W. Garratt   Title: Executive Vice President and Chief Financial Officer