Dollar Tree 2015 Annual Report Download - page 48

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Net cash used in investing activities decreased $10.0 million in 2014 compared with 2013 primarily due to reduced capital
expenditures, increased proceeds on fixed asset dispositions and reduced purchases of restricted investments.
In 2015, net cash provided by financing activities increased $6,085.0 million compared to 2014 primarily due to the
issuance of the acquisition-related debt partially offset by the repayment of the senior notes and principal payments on the term
loans.
In 2014, net cash used in financing activities decreased $583.2 million compared to 2013 primarily due to $1.1 billion of
share repurchases and the repayment of $250.0 million in long-term debt in 2013 partially offset by the issuance of $750.0
million of Senior Notes in 2013.
At January 30, 2016, our long-term borrowings were $7,465.5 million. We also have $120.0 million, $110.0 million and
$100.0 million Letter of Credit Reimbursement and Security Agreements, under which approximately $210.1 million were
committed to letters of credit issued for routine purchases of imported merchandise at January 30, 2016.
In September 2013, we entered into a Note Purchase Agreement with institutional accredited investors in which we issued
and sold $750.0 million of senior notes (the "Notes") in an offering exempt from the registration requirements of the Securities
Act of 1933. The Notes consist of three tranches: $300.0 million of 4.03% Senior Notes due September 16, 2020; $350.0
million of 4.63% Senior Notes due September 16, 2023; and $100.0 million of 4.78% Senior Notes due September 16, 2025.
Interest on the Notes was payable semi-annually on January 15 and July 15 of each year. The Notes were unsecured and
ranked pari passu in right of repayment with our other senior unsecured indebtedness. We could prepay some or all of the
Notes at any time in an amount not less than 5% of the original aggregate principal amount of the Notes to be prepaid, at a
price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable
make-whole amount. In the event of a change in control (as defined in the Note Purchase Agreement), we could have been
required to prepay the Notes. The Note Purchase Agreement contained customary affirmative and restrictive covenants. We
used the net proceeds of the Notes to finance share repurchases.
On January 20, 2015, we entered into the First Amendment (the “ Notes Amendment”) to the Note Purchase Agreement,
with a majority of the noteholders party thereto. The Notes Amendment was entered into in connection with our pending
acquisition (the “Acquisition”) of Family Dollar Stores, Inc. (“Family Dollar”). The Notes Amendment allowed, among other
things, a newly-formed subsidiary of Dollar Tree to issue debt and hold the proceeds in escrow pending consummation of the
Acquisition (such debt, the “Escrow Debt”). Pursuant to the terms of the Notes Amendment, in certain circumstances the
amount of interest due on the Notes could increase by 1.0% per annum. The Notes Amendment also contains certain negative
covenants and other restrictions applicable during the period in which any Escrow Debt is outstanding. On the Acquisition
date, we prepaid the Notes outstanding of $750.0 million and paid $89.5 million, determined in accordance with the provisions
of the Dollar Tree NPA plus additional interest in accordance with the provisions of the first amendment to the Dollar Tree
NPA.
In June 2012, we entered into a five-year $750.0 million unsecured Credit Agreement (the Agreement). The Agreement
provided for a $750.0 million revolving line of credit, including up to $150.0 million in available letters of credit. The interest
rate on the Agreement was based, at our option, on a LIBOR rate, plus a margin, or an alternate base rate, plus a margin. The
Agreement also bore a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit,
payable quarterly. The Agreement also bore an administrative fee payable annually. The Agreement, among other things,
required the maintenance of certain specified financial ratios, restricts the payment of certain distributions and prohibits the
incurrence of certain new indebtedness.
In September 2013, we amended the Agreement to enable the issuance of the Notes.
On August 15, 2014, we entered into an amendment (the "Credit Amendment") to the Agreement. The Credit Amendment
further amends the Agreement to facilitate the issuance and/or borrowings of certain third-party debt financing to finance the
Acquisition. The Credit Amendment also facilitates escrow arrangements related to the Acquisition. On the Acquisition Date,
we paid in full all amounts owing under the Agreement and terminated all commitments to extend further credit thereunder.
On February 23, 2015, we completed the offering of $750.0 million aggregate principal amount of 5.25% senior notes due
2020 (the “2020 Notes”) and $2.5 billion aggregate principal amount of 5.75% senior notes due 2023 (the “2023 Notes”, and
together with the 2020 notes, the “Acquisition Notes”). The Acquisition Notes were offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United
States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Acquisition Notes have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state securities laws.