Dollar General 2014 Annual Report Download - page 111

10-K
leverage ratio. As of January 30, 2015, we were in compliance with all such covenants. The Facilities
also contain customary affirmative covenants and events of default.
As of January 30, 2015, we had total outstanding letters of credit of $43.6 million, $28.5 million of
which were under the Revolving Facility.
For the remainder of fiscal 2015, we anticipate potential borrowings under the Revolving Facility
up to a maximum of approximately $500 million outstanding at any one time, including any anticipated
borrowings to fund repurchases of common stock.
Senior Notes
We have $500.0 million aggregate principal amount of 4.125% senior notes due 2017 (the ‘‘2017
Senior Notes’’) which mature on July 15, 2017, $400.0 million aggregate principal amount of 1.875%
senior notes due 2018 (the ‘‘2018 Senior Notes’’), net of discount at issuance of $0.5 million, which
mature on April 15, 2018; and $900.0 million aggregate principal amount of 3.25% senior notes due
2023 (the ‘‘2023 Senior Notes’’), net of discount at issuance 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 2017 Senior Notes is payable in cash on January 15 and July 15 of each year and
commenced on January 15, 2013. 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.
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 our Senior Notes to become or to be
declared due and payable.
Sale Leaseback Transaction
In January 2014 we consummated a transaction pursuant to which we sold and subsequently leased
back the land, buildings and related improvements for 233 of our stores. This transaction resulted in
cash proceeds of approximately $281.6 million.
Rating Agencies
In February 2015, Standard & Poor’s reaffirmed our senior unsecured debt rating of BBBǁ and
our corporate debt rating of BBBǁ, both with a stable outlook, and Moody’s reaffirmed our senior
unsecured debt rating of Baa3 with a stable outlook. Previously, Standard and Poor’s had placed all of
our credit ratings on watch with negative implications and Moody’s had placed all of our credit ratings
on review for downgrade due to the proposed business combination with Family Dollar. Our current
credit ratings, as well as future rating agency actions, could (i) impact our ability to finance our
operations on satisfactory terms; (ii) affect our financing costs; and (iii) affect our insurance premiums
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