Dollar General 2012 Annual Report Download - page 117

10-K
Interest on the Senior Notes is payable in cash on January 15 and July 15 of each year, and
commenced on January 15, 2013. The Senior Notes are fully and unconditionally guaranteed on a
senior unsecured basis by each of the existing and future direct or indirect domestic subsidiaries that
guarantee the obligations under our Credit Facilities.
We may redeem some or all of the Senior Notes at any time at redemption prices described or set
forth in the Senior Indenture. We also may seek, from time to time, to retire some or all of the Senior
Notes through cash purchases on the open market, in privately negotiated transactions or otherwise.
Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements,
contractual restrictions and other factors. The amounts involved may be material.
Change of Control. Upon the occurrence of a change of control triggering event, which is defined
in the Senior Indenture, each holder of the Senior Notes has the right to require us to repurchase
some or all of such holder’s Senior Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
Covenants. The Senior Indenture contains covenants limiting, among other things, our ability and
the ability of our restricted subsidiaries to (subject to certain exceptions): consolidate, merge, sell or
otherwise dispose of all or substantially all of our assets; and incur or guarantee indebtedness secured
by liens on any shares of voting stock of significant subsidiaries.
Events of Default. The Senior Indenture also provides for events of default which, if any of them
occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or
to be declared due and payable.
Senior Subordinated Toggle Notes due 2017
On July 15, 2012, we used net proceeds from the sale of the Senior Notes to redeem the
remaining $450.7 million outstanding aggregate principal amount of 11.875%/12.625% senior
subordinated toggle notes due 2017 (the ‘‘Senior Subordinated Notes’’ which had been scheduled to
mature on July 15, 2017) at a redemption price of 105.938% of the principal amount, plus accrued and
unpaid interest, resulting in a pretax loss of $29.0 million. The redemption was effected in accordance
with the indenture dated as of July 6, 2007 governing the Senior Subordinated Notes. The pretax losses
on these transactions are reflected in Other (income) expense in our 2012 consolidated statement of
income. We funded the redemption price for the Senior Subordinated Notes with proceeds from the
Senior Notes.
Senior Notes due 2015
On April 29, 2011, we repurchased in the open market $25.0 million outstanding aggregate
principal amount of our 10.625% senior notes due 2015 at a redemption price of 107.0% of the
principal amount, plus accrued and unpaid interest, resulting in a pretax loss of $2.2 million. On
July 15, 2011, we redeemed the remaining $839.3 million outstanding aggregate principal amount of
such notes (which had been scheduled to mature on July 15, 2015) at a redemption price of 105.313%
of the principal amount, plus accrued and unpaid interest, resulting in a pretax loss of $58.1 million.
The redemption was effected in accordance with the indenture dated as of July 6, 2007 governing the
notes. The pretax losses on these transactions are reflected in Other (income) expense in our 2011
consolidated statement of income. We funded the redemption price with cash on hand and borrowings
under the ABL Facility.
Adjusted EBITDA
Under the agreements governing the Credit Facilities, certain limitations and restrictions could
arise if we are not able to satisfy and remain in compliance with specified financial ratios. Management
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