Dollar Tree, Inc. (NASDAQ: DLTR) (the “Company”), North
America’s leading operator of discount variety stores, today
announced that it has priced a public offering of $4,000 million of
its senior notes (the “Offering”), consisting of $750 million
aggregate principal amount of its Senior Floating Rate Notes due
2020 (the “Floating Rate Notes”), $1,000 million aggregate
principal amount of its 3.700% Senior Notes due 2023 (the “2023
Notes”), $1,000 million aggregate principal amount of its 4.000%
Senior Notes due 2025 (the “2025 Notes”) and $1,250 million
aggregate principal amount of its 4.200% Senior Notes due 2028 (the
“2028 Notes” and together with the Floating Rate Notes, the 2025
Notes and the 2028 Notes, the “Notes”). The Floating Rate Notes
will bear interest at a rate equal to three-month LIBOR plus 0.700%
per annum, the 2023 Notes will bear interest at a rate of 3.700%
per annum, the 2025 Notes will bear interest at a rate of 4.000%
per annum and the 2028 Notes will bear interest at a rate of 4.200%
per annum.
The Company expects to use the proceeds of the Offering,
together with cash on hand and the proceeds of borrowings under new
senior credit facilities that it expects to enter into concurrently
with or in advance of the closing of the Offering (the “New Senior
Credit Facilities”) to redeem all of its outstanding 5.750% Senior
Notes due 2023 (the “Existing Notes”) and repay all of the
outstanding loans under the Company’s existing senior secured
credit facilities, including its Term Loan A-1 loans, which mature
July 6, 2020 and currently bear interest at LIBOR plus 1.50% per
annum, and its Term Loan B-2 Loans, which mature July 6, 2022 and
currently bear interest at 4.25% per annum. In connection with the
foregoing, the Company also announced today that it is delivering a
notice to holders of its Existing Notes of its election to redeem
the Existing Notes on May 5, 2018 (the “Redemption Date”) at a
price equal to 104.313% of the aggregate principal amount of the
Existing Notes, plus accrued and unpaid interest to, but excluding,
the Redemption Date, conditioned on the closing of the
Offering.
The Offering is expected to close on April 19, 2018, subject to
the satisfaction of customary closing conditions. The commitments
in respect of the New Senior Credit Facilities and the terms and
conditions thereof (including the applicable interest rates) remain
subject to the execution of definitive documentation, which is
expected to occur concurrently with or in advance of the closing of
the Offering.
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wells Fargo Securities, LLC, RBC Capital
Markets, LLC, Fifth Third Securities, Inc. and U.S. Bancorp
Investments, LLC are serving as joint book-running managers for the
Offering. PNC Capital Markets LLC and SunTrust Robinson Humphrey,
Inc. are serving as senior co-managers for the Offering. Citizens
Capital Markets, Inc., HSBC Securities (USA) Inc., Regions
Securities LLC and TD Securities (USA) LLC are serving as
co-managers for the Offering.
The Notes are being offered pursuant to an automatically
effective shelf registration statement (including a base
prospectus) that has been filed with the U.S. Securities and
Exchange Commission (the “SEC”). A preliminary prospectus
supplement relating to the Offering was filed with the SEC on April
5, 2018. The final prospectus supplement relating to and describing
the terms of the Offering will be filed with the SEC and will be
available on the SEC website at www.sec.gov.
Copies of the prospectus supplement and accompanying prospectus
relating to the Offering may be obtained from: J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention:
Investment Grade Syndicate Desk, Telephone Collect: (212) 834-4533;
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001, Attention: Prospectus Department, Toll-Free:
1-800-294-1322, Email: dg.prospectus_requests@baml.com; or Wells
Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000,
Minneapolis, MN 55402, Attention: WFS Customer Service, Toll-Free:
(800) 645-3751, Email: wfscustomerservice@wellsfargo.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes, the Existing Notes
or any other securities and does not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful.
Formal Notice of Redemption and Other
Information
A notice of redemption setting forth the redemption procedures
for the Existing Notes is being provided to holders of the Existing
Notes through the Depository Trust Company. Copies of the notice of
redemption and additional information relating to the procedures
for redemption may be obtained from the trustee for the Existing
Notes, U.S. Bank National Association, (800) 934-6802.
About Dollar Tree, Inc.
Dollar Tree, a Fortune 200 Company, now operates more than
14,800 stores across 48 states and five Canadian provinces. Stores
operate under the brands of Dollar Tree, Family Dollar and Dollar
Tree Canada. To learn more about the Company, visit
www.DollarTree.com.
Forward- Looking
Statements
This document contains “forward-looking statements” as that term
is used in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements address future events, developments and
results and are based upon current expectations that involve risks
and uncertainties. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements include, without limitation,
statements preceded by, followed by or including words such as
“believe,” “anticipate,” “expect,” “intend,” “plan,” “view,”
“target” or “estimate,” “may,” “will,” “should,” “predict,”
“possible,” “potential,” “continue,” “strategy,” and similar
expressions. For example, our forward-looking statements include,
without limitation, statements regarding the Offering, the
redemption of the Company’s Existing Notes and the New Senior
Credit Facilities. We operate in a very competitive and rapidly
changing environment. New risks and uncertainties emerge from time
to time and it is not possible for us to predict all risks and
uncertainties that could have an impact on the forward-looking
statements. We cannot assure you that the results, events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results, events or circumstances
could differ materially from those described in the forward-looking
statements. We do not undertake to publicly update or revise any
forward-looking statements after the date of this document, whether
as a result of new information, future events, or otherwise.
Information regarding other important factors that could cause
actual results to differ, perhaps materially, from those in our
forward-looking statements is contained under “Risk Factors” in
Part I, Item 1A of our Annual Report on Form 10-K for the fiscal
year ended February 3, 2018 and under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in Part
II, Item 7 of our Annual Report on Form 10-K for the fiscal year
ended February 3, 2018, which are available at the SEC’s website
http://www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20180405006374/en/
Investors Contact:Randy
GuilerDollar Tree, Inc.rguiler@dollartree.com(757) 321-5284
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