Dollar General 2012 Annual Report Download - page 31

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connection with the 2012 secondary offerings and expects to pay resulting aggregate expenses of
approximately $0.5 million in connection with the April 2013 secondary offering. Certain members of
our management, including certain of our executive officers, exercised registration rights in connection
with such offerings. The underwriters, including affiliates of KKR and Goldman, Sachs & Co., waived
their fee for members of our management who participated in the October 2012 and the April 2013
secondary offerings. To the extent additional secondary offerings of our common stock are completed in
fiscal 2013, we expect affiliates of KKR and Goldman, Sachs & Co. to serve as underwriters and for us
to pay resulting expenses, in each case consistent with the 2012 and April 2013 secondary offerings.
Concurrent with the closing of the April 2012 secondary offering and pursuant to a Share
Repurchase Agreement between Dollar General and Buck Holdings L.P., dated March 25, 2012, Dollar
General purchased 6,817,311 shares of Common Stock from Buck Holdings L.P. for an aggregate
purchase price of $300 million, or $44.00562 per share which represents the per share price to the
public in the secondary offering less underwriting discounts and commissions. Of such shares, affiliates
of KKR and Goldman, Sachs & Co. sold to Dollar General 3,552,787 and 1,478,274 shares for proceeds
of $156.3 million and $65.1 million, respectively.
In addition, pursuant to a Share Repurchase Agreement between Dollar General and Buck
Holdings, L.P., dated September 25, 2012, Dollar General purchased 4,929,508 shares of Common
Stock from Buck Holdings, L.P. for an aggregate purchase price of $250 million, or $50.715 per share
which represents the per share price to the public in the October 2012 secondary offering less
underwriting discounts and commissions. Of such shares, affiliates of KKR and Goldman, Sachs & Co.
sold to Dollar General 2,567,370 and 1,068,254 shares for proceeds of approximately $130.2 million and
$54.2 million, respectively. The closing of such share repurchase was conditioned upon the receipt of
the consent of the requisite lenders under our senior secured credit facilities and the consummation of
the October 2012 secondary offering. In connection with the closing of such repurchase transaction,
Buck Holdings, L.P. reimbursed Dollar General approximately $1.7 million for lender fees incurred in
obtaining such consent as further described below. Affiliates of KKR are and affiliates of Goldman,
Sachs & Co. may be lenders under the term loan and, as such, each would have received a pro-rata
portion of such fee.
Each of the share repurchase transactions with Buck Holdings, L.P. described above was part of
an overall Board-authorized share repurchase program and was specifically reviewed and approved by a
special committee of our Board made up entirely of independent directors.
Affiliates of KKR are and Goldman, Sachs & Co. 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
February 1, 2013 of approximately $2.0 billion. Goldman Sachs Credit Partners L.P. also served as
syndication agent and joint lead arranger for the term loan facility. This term loan facility was entered
into and subsequently amended (as discussed below) in the ordinary course of business and, as of the
loan origination and subsequent amendment, was made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable loans with persons not
related to the lender and did not involve more than the normal risk of collectability or present other
unfavorable features. We paid approximately $62.0 million of interest on the term loan during fiscal
2012.
We amended this term loan facility in March 2012 to, among other things, extend the maturity
of a portion of such facility from 2014 to 2017. An affiliate of each of KKR and Goldman,
Sachs & Co., along with a third unaffiliated entity, acted as a joint lead arranger in connection with
such term loan facility amendment for which each of the KKR and Goldman, Sachs & Co. affiliates
received a fee from Dollar General of approximately $440,000. As disclosed above, in connection with
the October 2012 share repurchase from Buck Holdings, L.P., we further amended this term loan
facility in October 2012 to add additional capacity for Dollar General to repurchase, redeem or
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