Item 1.01. Entry Into a Material Definitive Agreement.
Underwriting Agreement
On April 5, 2018, Dollar Tree, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the Underwriters) with respect to the Companys issuance and sale of $750,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2020 (the Floating Rate Notes), $1,000,000,000 aggregate principal amount of its 3.700% Senior Notes due 2023 (the 2023 Notes), $1,000,000,000 aggregate principal amount of its 4.000% Senior Notes due 2025 (the 2025 Notes) and $1,250,000,000 aggregate principal amount of its 4.200% Senior Notes due 2028 (the 2028 Notes and together with the Floating Rate Notes, the 2023 Notes and the 2025 Notes, the Notes). The offering of the Notes is expected to close on April 19, 2018,
subject to the satisfaction of customary closing conditions.
The Company expects to use the proceeds of the offering of the Notes, 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 Companys 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. Certain of the underwriters or their respective affiliates are lenders under the Companys existing senior secured credit facilities and hold Existing Notes and, as such, will receive a portion of the net proceeds from the offering of the Notes pursuant to the repayment of such indebtedness.
The sale of the Notes is being made pursuant to the Companys Registration Statement on Form S-3 (Registration No. 333-224071), including a prospectus supplement dated April 5, 2018 to the prospectus contained therein dated April 2, 2018, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) 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 Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking, hedging, brokerage and advisory services for the Company for which they have received, and will receive, customary fees and expenses. In particular, affiliates of certain of the underwriters are expected to be agents and/or lenders under the Companys New Senior Credit Facilities.
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.
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