Dollar General 2014 Annual Report Download - page 143

10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Current and long-term obligations (Continued)
Borrowings under the Facilities bear interest at a rate equal to an applicable margin plus, at the
Company’s 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 30, 2015 was 1.275% for LIBOR borrowings and
0.275% for base-rate borrowings. The Company must also pay a facility fee on any used and unused
amounts of the Facilities, as well as 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 the Company’s long-term senior unsecured debt ratings. The weighted average all-in interest
rate for borrowings under the Facilities was 1.46% (without giving effect to the interest rate swaps
discussed in Note 7) as of January 30, 2015.
The Facilities can be prepaid in whole or in part at any time. The Facilities contain certain
covenants which 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 which require the maintenance of a minimum fixed charge coverage ratio
and a maximum leverage ratio. As of January 30, 2015, the Company was in compliance with all such
covenants. The Facilities also contain customary affirmative covenants and events of default.
As of January 30, 2015, the Company had total outstanding letters of credit of $43.6 million,
$28.5 million of which were under the Revolving Facility, and borrowing availability under the
Revolving Facility was $821.5 million.
On July 12, 2012, the Company issued $500.0 million aggregate principal amount of 4.125% senior
notes due 2017 (the ‘‘2017 Senior Notes’’) which mature on July 15, 2017. On April 11, 2013, the
Company 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’’). The Company capitalized $10.1 million of
debt issuance costs associated with the 2018 Senior Notes and the 2023 Senior Notes. 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 2023 Senior Notes is payable in cash on
April 15 and October 15 of each year and commenced on October 15, 2013.
The Company may redeem some or all of its 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 the Senior Notes has the right to require the Company
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, the ability of the Company
(subject to certain exceptions) to consolidate, merge, sell or otherwise dispose of all or substantially all
of the Company’s assets; and the ability of the Company and its subsidiaries to incur or guarantee
indebtedness secured by liens on any shares of voting stock of significant subsidiaries.
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