Dollar Tree Announces Pricing of $4,000 Million in Senior Notes and Refinancing of Certain Existing Debt
CHESAPEAKE, Va.--(BUSINESS WIRE)--
Dollar Tree, Inc. (NASDAQ: DLTR) (the "Company"), North America's
leading operator of discount variety stores, today announced that it has
priced a public offering of $4,000 million of its senior notes (the
"Offering"), consisting of $750 million aggregate principal amount of
its Senior Floating Rate Notes due 2020 (the "Floating Rate Notes"),
$1,000 million aggregate principal amount of its 3.700% Senior Notes due
2023 (the "2023 Notes"), $1,000 million aggregate principal amount of
its 4.000% Senior Notes due 2025 (the "2025 Notes") and $1,250 million
aggregate principal amount of its 4.200% Senior Notes due 2028 (the
"2028 Notes" and together with the Floating Rate Notes, the 2025 Notes
and the 2028 Notes, the "Notes"). The Floating Rate Notes will bear
interest at a rate equal to three-month LIBOR plus 0.700% per annum, the
2023 Notes will bear interest at a rate of 3.700% per annum, the 2025
Notes will bear interest at a rate of 4.000% per annum and the 2028
Notes will bear interest at a rate of 4.200% per annum.
The Company expects to use the proceeds of the Offering, together with
cash on hand and the proceeds of borrowings under new senior credit
facilities that it expects to enter into concurrently with or in advance
of the closing of the Offering (the "New Senior Credit Facilities") to
redeem all of its outstanding 5.750% Senior Notes due 2023 (the
"Existing Notes") and repay all of the outstanding loans under the
Company's existing senior secured credit facilities, including its Term
Loan A-1 loans, which mature July 6, 2020 and currently bear interest at
LIBOR plus 1.50% per annum, and its Term Loan B-2 Loans, which mature
July 6, 2022 and currently bear interest at 4.25% per annum. In
connection with the foregoing, the Company also announced today that it
is delivering a notice to holders of its Existing Notes of its election
to redeem the Existing Notes on May 5, 2018 (the "Redemption Date") at a
price equal to 104.313% of the aggregate principal amount of the
Existing Notes, plus accrued and unpaid interest to, but excluding, the
Redemption Date, conditioned on the closing of the Offering.
The Offering is expected to close on April 19, 2018, subject to the
satisfaction of customary closing conditions. The commitments in respect
of the New Senior Credit Facilities and the terms and conditions thereof
(including the applicable interest rates) remain subject to the
execution of definitive documentation, which is expected to occur
concurrently with or in advance of the closing of the Offering.
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wells Fargo Securities, LLC, RBC Capital Markets, LLC,
Fifth Third Securities, Inc. and U.S. Bancorp Investments, LLC are
serving as joint book-running managers for the Offering. PNC Capital
Markets LLC and SunTrust Robinson Humphrey, Inc. are serving as senior
co-managers for the Offering. Citizens Capital Markets, Inc., HSBC
Securities (USA) Inc., Regions Securities LLC and TD Securities (USA)
LLC are serving as co-managers for the Offering.
The Notes are being offered pursuant to an automatically effective shelf
registration statement (including a base prospectus) that has been filed
with the U.S. Securities and Exchange Commission (the "SEC"). A
preliminary prospectus supplement relating to the Offering was filed
with the SEC on April 5, 2018. The final prospectus supplement relating
to and describing the terms of the Offering will be filed with the SEC
and will be available on the SEC website at www.sec.gov.
Copies of the prospectus supplement and accompanying prospectus relating
to the Offering may be obtained from: J.P. Morgan Securities LLC, 383
Madison Avenue, New York, NY 10179, Attention: Investment Grade
Syndicate Desk, Telephone Collect: (212) 834-4533; Merrill Lynch,
Pierce, Fenner & Smith Incorporated, NC1-004-03-43, 200 North College
Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus
Department, Toll-Free: 1-800-294-1322, Email: firstname.lastname@example.org;
or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite
1000, Minneapolis, MN 55402, Attention: WFS Customer Service, Toll-Free:
(800) 645-3751, Email: email@example.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes, the Existing Notes or
any other securities and does not constitute an offer, solicitation or
sale in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful.
Formal Notice of Redemption and Other
A notice of redemption setting forth the redemption procedures for the
Existing Notes is being provided to holders of the Existing Notes
through the Depository Trust Company. Copies of the notice of redemption
and additional information relating to the procedures for redemption may
be obtained from the trustee for the Existing Notes, U.S. Bank National
Association, (800) 934-6802.
About Dollar Tree, Inc.
Dollar Tree, a Fortune 200 Company, now operates more than 14,800 stores
across 48 states and five Canadian provinces. Stores operate under the
brands of Dollar Tree, Family Dollar and Dollar Tree Canada. To learn
more about the Company, visit www.DollarTree.com.
Forward- Looking Statements
This document contains "forward-looking statements" as that term is used
in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements address future events, developments and results and are based
upon current expectations that involve risks and uncertainties. Any
statements contained herein that are not statements of historical fact
may be deemed to be forward-looking statements. Forward-looking
statements include, without limitation, statements preceded by, followed
by or including words such as "believe," "anticipate," "expect,"
"intend," "plan," "view," "target" or "estimate," "may," "will,"
"should," "predict," "possible," "potential," "continue," "strategy,"
and similar expressions. For example, our forward-looking statements
include, without limitation, statements regarding the Offering, the
redemption of the Company's Existing Notes and the New Senior Credit
Facilities. We operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time and it
is not possible for us to predict all risks and uncertainties that could
have an impact on the forward-looking statements. We cannot assure you
that the results, events and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual
results, events or circumstances could differ materially from those
described in the forward-looking statements. We do not undertake to
publicly update or revise any forward-looking statements after the date
of this document, whether as a result of new information, future events,
Information regarding other important factors that could cause actual
results to differ, perhaps materially, from those in our forward-looking
statements is contained under "Risk Factors" in Part I, Item 1A of our
Annual Report on Form 10-K for the fiscal year ended February 3, 2018
and under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Part II, Item 7 of our Annual Report on
Form 10-K for the fiscal year ended February 3, 2018, which are
available at the SEC's website http://www.sec.gov.
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Source: Dollar Tree, Inc.
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