Dollar General Corporation Announces Pricing of $2.3 Billion of Senior Notes

Dollar General Corporation (NYSE:DG) (“Dollar General” or the “Company”) today announced the pricing of an offering (the “Offering”) of $750,000,000 of its 4.250% Senior Notes due 2024 (the “2024 Notes”), $550,000,000 of its 4.625% Senior Notes due 2027 (the “2027 Notes”), $700,000,000 of its 5.000% Senior Notes due 2032 (the “2032 Notes”) and $300,000,000 of its 5.500% Senior Notes due 2052 (the “2052 Notes” and, collectively with the 2024 Notes, the 2027 Notes and the 2032 Notes, the “Notes”). The 2024 Notes will pay interest at a rate of 4.250% per annum and mature on September 20, 2024. The 2027 Notes will pay interest at a rate of 4.625% per annum and mature on November 1, 2027. The 2032 Notes will pay interest at a rate of 5.000% per annum and mature on November 1, 2032. The 2052 Notes will pay interest at a rate of 5.500% per annum and mature on November 1, 2052. Dollar General will pay interest on the 2024 Notes semi-annually on March 20 and September 20 of each year, commencing March 20, 2023. Dollar General will pay interest on the 2027 Notes, the 2032 Notes and the 2052 Notes semi-annually on May 1 and November 1 of each year, commencing May 1, 2023. Issuance of the Notes is expected to occur on September 20, 2022, subject to the satisfaction of customary closing conditions.

The Company will use the net proceeds from the sale of the Notes to repay all $900 million outstanding principal amount of its 3.25% senior notes due 2023, including payment of any applicable redemption premium, to reduce its commercial paper notes outstanding (excluding $192.0 million of commercial paper notes held by one of its wholly-owned subsidiaries) and, to the extent of any remaining proceeds, for general corporate purposes, which may include the repayment of other indebtedness and repurchases of common stock under its existing share repurchase program.

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc. are serving as joint book-running managers for the Offering. Truist Securities, Inc., Fifth Third Securities, Inc., PNC Capital Markets LLC and Regions Securities LLC are serving as senior co-managers for the Offering. BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., Capital One Securities, Inc., Huntington Securities, Inc. and CastleOak Securities, L.P. are serving as co-managers for the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Copies of the prospectus and related supplement may be obtained by contacting any of those joint book-running managers whose contact information is listed at the bottom of this announcement.

About Dollar General Corporation

Dollar General Corporation has been delivering value to shoppers for more than 80 years. Dollar General helps shoppers ‘Save time. Save money. Every day.’® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, housewares and seasonal items at everyday low prices in convenient neighborhood locations. Dollar General operated 18,566 stores in 47 states as of July 29, 2022. In addition to high-quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever, Nestle, Kimberly-Clark, Kellogg's, General Mills, and PepsiCo.

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