Dollar General 2015 Annual Report Download - page 105

10-K
For the remainder of fiscal 2016, 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
On October 20, 2015, we issued $500.0 million aggregate principal amount of 4.150% senior notes
due 2025 (the ‘‘2025 Senior Notes’’), net of discount of $0.8 million, which are scheduled to mature on
November 1, 2025. In addition, we have $500.0 million aggregate principal amount of 4.125% senior
notes due 2017 (the ‘‘2017 Senior Notes’’) which are scheduled to 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 of $0.2 million, which are scheduled to 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
of $1.8 million, which are scheduled to mature on April 15, 2023. Collectively, the 2017 Senior Notes,
the 2018 Senior Notes, the 2023 Senior Notes and the 2025 Senior Notes comprise the ‘‘Senior Notes’’,
each of which were issued pursuant to an indenture as supplemented and amended by supplemental
indentures relating to each series of Senior Notes (as so supplemented and amended, the ‘‘Senior
Indenture’’). Interest on the 2017 Senior Notes is payable in cash on January 15 and July 15 of each
year. Interest on the 2018 Senior Notes and the 2023 Senior Notes is payable in cash on April 15 and
October 15 of each year. Interest on the 2025 Senior Notes is payable in cash on May 1 and
November 1 of each year, commencing on May 1, 2016. The net proceeds from the sale of the 2025
Senior Notes were used, together with borrowings under the Facilities, to repay all outstanding
borrowings under the then-existing credit agreement and for general corporate purposes.
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, but excluding, 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, as applicable.
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 October 2015, Standard & Poor’s raised our senior unsecured debt rating and our corporate
debt rating to BBB, both with a stable outlook, and Moody’s reaffirmed our senior unsecured debt
rating of Baa3 and changed our outlook to positive. 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 and collateral requirements necessary for
our self-insured programs. There can be no assurance that we will be able to maintain or improve our
current credit ratings.
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