Dollar Tree 2014 Annual Report Download - page 48

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Senior Secured Credit Facilities will be secured by a security interest in substantially all the assets of Dollar Tree and the Credit
Agreement Guarantors, subject to certain exceptions.
The loans under the Term Loan A tranche and the New Revolving Credit Facility will bear interest at LIBOR plus 2.25%
per annum (or a base rate plus 1.25%), and the Term Loan B tranche of the New Senior Secured Credit Facilities will bear
interest at LIBOR plus 3.50% per annum (or a base rate plus 2.50%). The Term Loan B tranche will be subject to a “LIBOR
floor” of 0.75%. The Term Loan A tranche of the New Term Loan Facilities will require quarterly amortization payments of
1.25% of the original principal amount thereof in the first year following the consummation of the Acquisition, 2.5% of the
original principal amount thereof in the second year following the Acquisition, and 3.75% of the original principal amount
thereof thereafter and the Term Loan B tranche requires quarterly amortization payments of 0.25% of the original principal
amount thereof after the closing of the Acquisition. The New Term Loan Facilities also require mandatory prepayments in
connection with certain asset sales and out of excess cash flow, among other things, and subject in each case to certain
significant exceptions. We expect to pay certain commitment fees in connection with the New Revolving Credit Facility.
Additionally, the Term Loan B tranche of the New Term Loan Facilities will require us to pay a 1.00% prepayment fee if the
loans thereunder are subject to certain “repricing” transactions before March 9, 2016.
The New Senior Secured Credit Facilities contain representations and warranties, events of default and affirmative and
negative covenants that apply, in certain circumstances, before and after the closing of the Acquisition and are customary for
similar financings. These include, among other things and subject to certain significant exceptions, restrictions on our ability to
declare or pay dividends, repay the acquisition notes, create liens, incur additional indebtedness, make investments, dispose of
assets and merge or consolidate with any other person. In addition, a financial maintenance covenant based on our consolidated
first lien secured net leverage ratio will apply to the New Revolving Credit Facility and the Term Loan A tranche of the New
Term Loan Facilities after the closing of the Acquisition.
Historically we have used cash to repurchase shares but we did not repurchase any shares in fiscal 2014. We repurchased
17.4 million shares for $1,112.1 million in fiscal 2013. We repurchased 8.1 million shares for $340.2 million in fiscal 2012. At
January 31, 2015, we have $1.0 billion remaining under Board repurchase authorization.
Funding Requirements
Overview, Including Off-Balance Sheet Arrangements
We expect our cash needs for opening new stores and expanding existing stores in fiscal 2015 to total approximately
$290.7 million, which includes capital expenditures, initial inventory and pre-opening costs.
Our estimated capital expenditures for fiscal 2015 are between $465.0 million and $475.0 million, including planned
expenditures for our new and expanded stores, the addition of freezers and coolers to approximately 320 stores, the initial
phases of work on our eleventh distribution center and the expansion of our Olive Branch, Mississippi distribution center. We
believe that we can adequately fund our working capital requirements and planned capital expenditures for the next few years
from net cash provided by operations and potential borrowings under our existing credit facility.
The following tables summarize our material contractual obligations at January 31, 2015, including both on- and off-
balance sheet arrangements, and our commitments, including interest on long-term borrowings (in millions):
Contractual Obligations Total 2015 2016 2017 2018 2019 Thereafter
Lease Financing
Operating lease obligations $ 2,622.5 $ 558.6 $ 521.8 $ 469.8 $ 335.7 $ 244.1 $ 492.5
Long-term Borrowings
Senior notes 750.0—————750.0
Forgivable promissory note 7.0 — — 0.2 1.4 1.4 4.0
Interest on long-term borrowings 261.6 33.1 33.1 33.1 33.1 33.1 96.1
Total obligations $ 3,641.1 $ 591.7 $ 554.9 $ 503.1 $ 370.2 $ 278.6 $ 1,342.6