Dollar General 2010 Annual Report Download - page 31

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the event that we are registering additional shares of common stock for sale to the public, whether on
our own behalf or on behalf of the investment funds as described above, we are required to give notice
of such registration to all parties to the registration rights agreement, including certain senior
management members, and such persons have piggyback registration rights providing them the right to
have us include the shares of common stock owned by them in any such registration. In each such
event, we are required to pay the registration expenses.
Pursuant to this registration rights agreement and the demand registration rights thereunder,
secondary offerings of our common stock were completed in April 2010 and December 2010 for which
affiliates of KKR and of Goldman, Sachs & Co. served as underwriters. Dollar General did not sell
shares of common stock, receive proceeds, or pay any underwriting fees in connection with either
secondary offering, but paid resulting aggregate expenses of approximately $1.1 million. Certain
members of our management, including certain of our executive officers, exercised registration rights in
connection with such offerings.
Affiliates of KKR and Goldman, Sachs & Co. (among other entities) may be lenders under our
senior secured term loan facility, which had a $2.3 billion principal amount at inception and a principal
balance as of January 28, 2011 of approximately $1.964 billion. Goldman Sachs Credit Partners L.P. also
served as syndication agent for the term loan facility. We paid approximately $53.4 million of interest
on the term loan during fiscal 2010. Goldman, Sachs & Co. is a counterparty to an amortizing interest
rate swap with a notional amount totaling $323.3 million as of January 28, 2011, entered into in
connection with the senior secured term loan facility. We paid Goldman, Sachs & Co. approximately
$12.9 million in fiscal 2010 pursuant to this swap.
In May 2010 and September 2010, we repurchased in the open market $50.0 million and
$65.0 million, respectively, aggregate principal amount of 10.625% senior notes due 2015 at a price of
111.0% and of 110.75%, respectively, plus accrued and unpaid interest. KKR Capital Markets LLC, an
affiliate of KKR, received in the aggregate approximately $125,000 acting as an agent for Fidelity
Capital Markets, which served as broker/dealer in connection with such repurchases.
From time to time, affiliates of KKR and Goldman, Sachs & Co. may invest in indebtedness
issued by us.
Our Board members, Messrs. Calbert and Agrawal, serve as executives of KKR, while our
Board member, Mr. Jones, serves as a Managing Director of Goldman, Sachs & Co. KKR and certain
affiliates of Goldman, Sachs & Co. indirectly own, through their investment in Buck Holdings, L.P., a
substantial portion of our common stock.
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