Dollar General 2008 Annual Report Download - page 95

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$28.8 million of commercial letters of credit, and $83.7 million and $69.2 million of standby
letters of credit outstanding under the asset-based revolving credit facility, with excess
availability under that facility of $932.8 million and $769.2 million. As of January 30, 2009 and
February 1, 2008, the Company had $2.3 billion outstanding under the term loan facility.
In addition, on July 6, 2007, in conjunction with the Merger, the Company issued $1.175
billion aggregate principal amount of 10.625% senior notes due 2015 (the “senior notes”) which
were issued net of a discount of $23.2 million and which mature on July 15, 2015 pursuant to an
indenture, dated as of July 6, 2007 (the “senior indenture”), and $725 million aggregate principal
amount of 11.875%/12.625% senior subordinated toggle notes due 2017 (the “senior
subordinated notes”), which mature on July 15, 2017, pursuant to an indenture, dated as of July
6, 2007 (the “senior subordinated indenture”). The senior notes and the senior subordinated
notes are collectively referred to herein as the “notes”. The senior indenture and the senior
subordinated indenture are collectively referred to herein as the “indentures”.
Interest on the notes is payable on January 15 and July 15 of each year, beginning
January 15, 2008. Interest on the senior notes is payable in cash. Cash interest on the senior
subordinated notes will accrue at a rate of 11.875% per annum and PIK interest (as that term is
defined below) will accrue at a rate of 12.625% per annum. For certain interest periods, the
Company may elect to pay interest on the senior subordinated notes by increasing the principal
amount of the senior subordinated notes or issuing new senior subordinated notes (“PIK
interest”).
The notes are fully and unconditionally guaranteed by each of the existing and future
direct or indirect wholly owned domestic subsidiaries that guarantee the obligations under the
Company’ s Credit Facilities.
The Company may redeem some or all of the notes at any time at redemption prices
described or set forth in the indentures. In January 2009 and January 2008, the Company
repurchased $44.1 million and $25.0 million, respectively, of the 11.875%/12.625% senior
subordinated toggle notes due 2017, resulting in pretax gains of $3.8 million and $4.9 million,
respectively.
The indentures contain certain covenants, including, among other things, covenants that
limit the Company’s ability to incur additional indebtedness, create liens, sell assets, enter into
transactions with affiliates, or consolidate or dispose of all of its assets.
Scheduled debt maturities for the Company’ s fiscal years listed below are as follows (in
thousands): 2009 - $14,158; 2010 - $26,415; 2011 - $23,779; 2012 - $23,272; 2013 - $23,292
thereafter - $4,046,132.
On July 6, 2007, immediately after the completion of the Merger, the Company
completed a cash tender offer to purchase any and all of its $200 million principal amount of
8 5/8% Notes due June 2010 (the “2010 Notes”). Approximately 99% of the 2010 Notes were
validly tendered and accepted for payment. The tender offer included a consent payment equal
to 3% of the par value of the 2010 Notes, and such payments along with associated settlement
costs totaling $6.2 million were paid and reflected as Other (income) expense in the 2007