Dollar General 2011 Annual Report Download - page 190

10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. Related party transactions (Continued)
approximately $13.9 million, $12.9 million and $17.9 million in 2011, 2010 and 2009, respectively,
pursuant to the interest rate swap as further discussed in Note 8.
The Company entered into a sponsor advisory agreement, dated July 6, 2007, with KKR and
Goldman, Sachs & Co. pursuant to which those entities provided management and advisory services to
the Company. Under the terms of the sponsor advisory agreement, among other things, the Company
was obliged to pay annual management fees until its termination upon the completion of the
Company’s initial public offering discussed in Note 2. Pursuant to the advisory agreement, the
Company paid a fee of $63.6 million to KKR and Goldman, Sachs & Co. in connection with the
offering, which amount included a transaction fee equal to 1%, or $4.8 million, of the gross primary
proceeds from the offering accounted for as a cost of raising equity and a corresponding reduction to
Additional paid-in capital; and approximately $58.8 million in connection with its termination, which is
included in SG&A expenses for 2009. Including the transaction and termination fees discussed above,
the total management fees and other expenses incurred for the years ended February 3, 2012,
January 28, 2011, and January 29, 2010 totaled zero, $0.2 million and $68.0 million, respectively.
The Company entered into an underwriting agreement with KKR Capital Markets (an affiliate of
KKR), Goldman, Sachs & Co., Citigroup Global Markets Inc., and several other entities to serve as
underwriters in connection with its initial public offering in November 2009. The Company provided
underwriting discounts of approximately $27.4 million pursuant to the underwriting agreement,
approximately $6.0 million of which was provided to each of (a) KKR Capital Markets; (b) Goldman,
Sachs & Co.; and (c) Citigroup Global Markets Inc. The Company paid approximately $3.3 million in
expenses related to the initial public offering (excluding underwriting discounts and commissions),
including the offering-related expenses of the selling shareholder which the Company was required to
pay under the terms of an existing registration rights agreement.
Affiliates of KKR and of Goldman, Sachs & Co. served as underwriters in connection with the
secondary offerings of the Company’s common stock held by certain existing shareholders that were
completed in December 2011, September 2011, December 2010, and April 2010. The Company did not
sell shares of common stock, receive proceeds from the secondary sales, or pay any underwriting fees in
connection with any of these secondary offerings. Certain members of the Company’s management,
including certain of our executive officers, exercised registration rights in connection with such
offerings.
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