Dollar General 2012 Annual Report Download - page 32

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otherwise acquire shares of its capital stock, not to exceed $250 million. Dollar General incurred a fee
associated with such amendment, which was reimbursed by Buck Holdings, L.P. as discussed above.
Goldman, Sachs & Co. was a counterparty to an amortizing interest rate swap, entered into in
connection with the senior secured term loan facility, which matured on July 31, 2012. Such interest
rate swap had a notional amount of $103.3 million immediately prior to its maturity date. We paid
Goldman, Sachs & Co. approximately $2.5 million in fiscal 2012 pursuant to this swap.
In March 2012, we amended our senior secured asset-based revolving credit facility to, among
other things, increase the maximum total commitment to $1.2 billion. An affiliate of Goldman,
Sachs & Co. (among other entities) serves as lender and served as documentation agent and joint lead
arranger under such facility. This amended revolving credit facility was entered into in the ordinary
course of business, 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 $6.0 million of interest on the revolving credit facility during fiscal 2012.
As disclosed above, in connection with the October 2012 share repurchase from Buck
Holdings, L.P., we further amended this revolving credit facility in October 2012 to add additional
capacity for Dollar General to repurchase, redeem or otherwise acquire shares of its capital stock, not
to exceed $250 million.
In July 2012, pursuant to an indenture dated as of July 12, 2012 (the ‘‘Senior Indenture’’), we
issued $500 million aggregate principal amount of 4.125% senior notes due 2017 (the ‘‘Senior Notes’’)
which mature on July 15, 2017. As joint book-running managers in connection with the issuance of the
Senior Notes, an affiliate or affiliates of each of KKR and Goldman Sachs & Co. received an
equivalent share of approximately $2.3 million during fiscal 2012.
Dollar General paid approximately $185,000 to Goldman, Sachs & Co. for brokerage services
in connection with the Company’s open market share repurchases in September 2012 under a Board-
authorized share repurchase program.
As previously disclosed, the Company intends to effect a refinancing of its existing senior
secured credit facilities in the first quarter of fiscal 2013. The Company expects affiliates of each of
KKR and Goldman, Sachs & Co. to participate in various capacities and receive customary fees
consistent with prior financings.
Each of KKR and Goldman, Sachs & Co., either directly or through affiliates, has ownership
interests in a broad range of companies (‘‘Portfolio Companies’’) with whom we may from time to time
enter into commercial transactions in the ordinary course of business, primarily for the purchase of
goods and services. We believe that none of our transactions or arrangements with Portfolio Companies
is significant enough to be considered material to KKR or Goldman, Sachs & Co. or to our business or
shareholders. In 2012, the largest amount paid to a Portfolio Company was approximately $95.8 million
paid to a KKR Portfolio Company in the ordinary course of business for the purchase of merchandise
for resale. This amount represented less than 3.0% of the vendor’s revenues for its last completed fiscal
year and less than 1.0% of our revenues for 2012.
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
significant percentage of our common stock.
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