Dollar General 2013 Annual Report Download - page 114

Borrowings under the Facilities bear interest at a rate equal to an applicable margin plus, at our
option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate). The applicable
margin for borrowings as of January 31, 2014 was 1.275% for LIBOR borrowings and 0.275% for
base-rate borrowings. We must also pay a facility fee, payable on any used and unused amounts of the
Facilities, and letter of credit fees. The applicable margins for borrowings, the facility fees and the
letter of credit fees under the Facilities are subject to adjustment each quarter based on our long-term
senior unsecured debt ratings.
The Term Facility will amortize in quarterly installments of $25.0 million, with the first such
payment due on August 1, 2014, and the balance due at maturity. The Facilities can be prepaid in
whole or in part at any time. The Facilities contain certain covenants that place limitations on the
incurrence of liens; change of business; mergers or sales of all or substantially all assets; and subsidiary
indebtedness, among other limitations. The Facilities also contain financial covenants that require the
maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of
January 31, 2014, we were in compliance with all such covenants. The Facilities also contain customary
affirmative covenants and events of default.
As of January 31, 2014, we had total outstanding letters of credit of $49.9 million, $27.2 million of
which were under the Revolving Facility.
For the remainder of fiscal 2014, we anticipate potential borrowings under the Revolving Facility
up to a maximum of approximately $300 million outstanding at any one time, including any anticipated
borrowings to fund repurchases of common stock.
Senior Notes
On July 12, 2012, we issued $500.0 million aggregate principal amount of 4.125% senior notes due
2017 (the ‘‘2017 Senior Notes’’) which mature on July 15, 2017. Interest on the 2017 Senior Notes is
payable in cash on January 15 and July 15 of each year, and commenced on January 15, 2013. On
July 15, 2012, we used these net proceeds to redeem the remaining $450.7 million outstanding
aggregate principal amount of 11.875%/12.625% senior subordinated toggle notes due 2017.
On April 11, 2013, as part of our refinancing, we issued $400.0 million aggregate principal amount
of 1.875% senior notes due 2018 (the ‘‘2018 Senior Notes’’), net of discount of $0.5 million, which
mature on April 15, 2018; and issued $900.0 million aggregate principal amount of 3.25% senior notes
due 2023 (the ‘‘2023 Senior Notes’’), net of discount of $2.4 million, which mature on April 15, 2023.
Collectively, the 2017 Senior Notes, the 2018 Senior Notes and the 2023 Senior Notes comprise the
‘‘Senior Notes’’, each of which were issued pursuant to an indenture as modified by supplemental
indentures relating to each series of Senior Notes (as so supplemented, the ‘‘Senior Indenture’’).
Interest on the 2018 Senior Notes and the 2023 Senior Notes is payable in cash on April 15 and
October 15 of each year, and commenced on October 15, 2013.
We may redeem some or all of the Senior Notes at any time at redemption prices set forth in the
Senior Indenture. Upon the occurrence of a change of control triggering event, which is defined in the
Senior Indenture, each holder of our 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.
The Senior Indenture contains covenants limiting, among other things, our ability (subject to
certain exceptions) to consolidate, merge, or sell or otherwise dispose of all or substantially all of our
assets; and our ability and the ability of our subsidiaries to incur or guarantee indebtedness secured by
liens on any shares of voting stock of significant subsidiaries.
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10-K