Dollar General Corporation
New York, New York
June 5, 2023
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
As Representatives of the several Underwriters,
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Ladies and Gentlemen:
Dollar General Corporation,
a corporation organized under the laws of Tennessee (the “Company”), proposes to sell to the several underwriters named in
Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000
aggregate principal amount of its 5.200% Notes Due 2028 (the “2028 Notes”) and $1,000,000,000 aggregate principal amount
of its 5.450% Notes Due 2033 (the “2033 Notes” and together with the 2028 Notes, the “Securities”), to be issued
under an indenture (the “Base Indenture”) dated as of July 12, 2012, between the Company and U.S. Bank Trust Company,
National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the
fourteenth supplemental indenture to be dated as of June 7, 2023 (the “Fourteenth Supplemental Indenture”), pursuant
to which the 2028 Notes will be issued, between
the Company and the Trustee and the fifteenth supplemental indenture to be dated as of
June 7, 2023 (the “Fifteenth Supplemental Indenture,” and together with the Fourteenth Supplemental, the “Supplemental
Indentures,” and collectively with the Base Indenture, the “Indenture”), pursuant to which the 2033 Notes will be issued,
between the Company and the Trustee.
Certain
terms used herein are defined in Section 22 hereof. The use of the neuter in this Agreement shall include the feminine and masculine
wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus,
any Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated
therein by reference.
1. Representations
and Warranties.
The
Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The
Company meets the requirements for the use of Form S-3 under the Act and has prepared and filed with the Commission an automatic
shelf registration statement, as defined in Rule 405 (file number 333-272406), on Form S-3, including a related Base Prospectus,
for registration under the Act of the offering and sale of a number of classes and series of securities, including the Securities. Such
Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company
may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more
preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to the Representatives. The
Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As
filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except
to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished
to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company
has advised the Representatives, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution
Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier
than the date three years before the Execution Time.
(b) On
each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and
on the Closing Date (as defined
herein), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust Indenture Act; on each Effective Date and at the Execution Time, the Registration
Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Indenture
did or will comply in all material respects with the applicable requirements of the Trust Indenture Act; and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto)
will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations
or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification
(Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration
Statement, or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or
the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of
any Underwriter consists of the information described as such in Section 8 hereof.
(c) (i) The
Disclosure Package and (ii) each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing
prospectus under Rule 433) when taken together as a whole with the Disclosure Package, does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package
or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf
of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.
(d) (i) At
the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Sections 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the Execution Time (with such date being used
as the determination date for purposes of this clause (iii)), the Company was or is (as the case may be) a “well-known seasoned
issuer” as defined in Rule 405. Neither the Company nor any person acting on its behalf (within the meaning, for this clause
only, of Rule 163(c)) made any offer relating to the Securities before the filing of the Registration Statement, whether or not
in reliance on the exemption in Rule 163.
(e) The
Company was not and is not an Ineligible Issuer (as defined in Rule 405) as of the relevant date of determination specified in Rule 405
without taking into
account any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be
considered an Ineligible Issuer.
(f) Each
Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(b) hereto does not include
any information that conflicts with the information contained in the Registration Statement. The foregoing sentence does not apply to
statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8
hereof.
(g) The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Tennessee,
with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as
described in the Disclosure Package and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to do so would not reasonably
be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse
Effect”).
(h) Each
“significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each,
a “Significant Subsidiary”) has been duly incorporated or organized, as the case may be, and is validly existing as an entity
in good standing (to the extent that such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction in which
it is incorporated or organized, with full corporate, partnership or limited liability company power and authority to own or lease, as
the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Prospectus, and
is duly qualified to do business as a foreign corporation, partnership or limited liability company, as the case may be, and is in good
standing under the laws of each jurisdiction which requires such qualification, except in each case where the failure to do so would
not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
(i) All
the outstanding shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued
and are fully paid and nonassessable, and, except as otherwise set forth in the Disclosure Package and the Prospectus, all outstanding
shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries, free and clear
of any claims, liens or encumbrances.
(j) The
Securities and the Indenture conform in all material respects to the description thereof contained in the Registration Statement, the
Disclosure Package and the Prospectus.
(k) There
is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to
be filed (including through incorporation by reference as permitted by the rules and regulations of the Commission) as an exhibit
thereto, which is not described or filed as required in all material respects; and the statements in the Preliminary Prospectus and the
Prospectus under the headings “Certain U.S. Federal Income Tax Consequences,” “Description of the Notes” and
“Description of Debt Securities,” insofar as they purport to describe the provisions of the laws and documents therein, are
accurate and fair summaries of such provisions or documents in all material respects; and the statements in Part I, Item 3
(or incorporated by reference therein) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3,
2023, insofar as such statements summarize legal matters or proceedings discussed therein, are accurate and fair summaries of such legal
matters or proceedings in all material respects.
(l) The
Company has the corporate power and authority to execute and deliver the Securities and the Supplemental Indentures and to perform its
obligations thereunder.
(m) The
Base Indenture has been duly authorized, executed and delivered by the Company and was duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding
at law or in equity).
(n) Each
of the Supplemental Indentures has been duly authorized by the Company. When each of the Supplemental Indentures is duly executed and
delivered by the Company, assuming due authorization, execution and delivery by the Trustee, the Indenture will constitute a valid and
legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity).
(o) The
Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture
and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of
creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits
of the Indenture.
(p) This
Agreement has been duly authorized, executed and delivered by the Company and the Company has the corporate power and authority to perform
its obligations hereunder.
(q) The
Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described
in the Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act
of 1940, as amended.
(r) No
consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the
transactions contemplated herein, except such as have been obtained under the Act and the Exchange Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner
contemplated herein and in the Disclosure Package and the Prospectus and such other approvals as have been obtained.
(s) The
execution and delivery by the Company of each of this Agreement and the Indenture, the issuance and sale of the Securities by the Company,
the consummation by the Company of the transactions contemplated in this Agreement and the Indenture and the compliance by the Company
with the terms thereof, will not conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational
document) of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries
is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or
decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except,
in the case of clauses (ii) and (iii), where such conflict, breach, violation or imposition would not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.
(t) No
holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
(u) The
consolidated historical financial statements, together with the related schedules and notes, of the Company and its consolidated subsidiaries
included or incorporated by reference in the Disclosure Package, the Prospectus and the Registration Statement present fairly, in all
material respects, the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated,
comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity, in all material respects,
with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted
therein). The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the
Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus (defined below) fairly presents the information called for
in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(v) Except
as disclosed in the Disclosure Package and the Prospectus (exclusive of any supplement thereto that has not been made part of the Disclosure
Package), no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries or its or their property is pending or, to the knowledge of the Company, threatened that would
reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
(w) The
Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except where such
failure would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
(x) Neither
the Company nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant
or instrument to which it is a party or bound or to which its property is subject or (iii) any statute, law, rule, regulation, judgment,
order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or such subsidiary or any of its properties, as applicable, except, in the case of clauses (ii) and (iii), where
such violation or default, as the case may be, would not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect.
(y) Ernst &
Young LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report
with respect to the audited consolidated financial statements and schedules, if any, included in the Disclosure Package and the Prospectus,
are independent public accountants with respect to the Company within the meaning of the Act and the applicable published rules and
regulations thereunder.
(z) [Reserved].
(aa) The
Company has filed all tax returns that are required to be filed or has requested extensions thereof (except in any case in which the
failure so to file would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect) and has paid
all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing
is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith or as would
not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
(bb) Except
as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto that has not been made
part of the Disclosure Package), no labor problem or dispute with the employees of the Company exists or, to the knowledge of the Company,
is threatened or imminent that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
(cc) The
Company self-insures, or maintains insurance covering, its properties, operations, personnel and businesses as the Company deems adequate
and customary for companies engaged in similar businesses and all such policies are in full force and effect in all material respects,
except where a failure to maintain such insurance would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
(dd) Except
as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto that has not been made
part of the Disclosure Package), the Company possesses all licenses, certificates, permits and other authorizations issued by all applicable
authorities necessary to conduct its business, except for the failure to possess any of the foregoing that would not reasonably be expected
to, individually or in the aggregate, have a Material Adverse Effect, and the Company has not received any notice of proceedings relating
to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.
(ee) The
Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in
the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly presents the information called for in all
material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of February 3,
2023, the last date as of which such controls were evaluated, the Company’s internal controls over financial reporting were effective
and there have been no changes to the Company’s internal control over financial reporting since February 3, 2023 that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The
Company is not aware of any material weakness in its internal controls over financial reporting.
(ff) The
Company maintained an effective system of “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under
the Exchange Act) as of February 3, 2023, and there have been no changes in such disclosure controls and procedures since February 3,
2023 that would impair the effectiveness of such disclosure controls and procedures.
(gg) The
Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.
(hh) Except
for such matters that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, neither
the Company nor any of the Company’s subsidiaries is in violation of any statute, any rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances
or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, the
“Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to
any Environmental Laws; and the Company is not aware of any pending investigation which would reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.
(ii) Neither
the Company nor any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries nor, to the knowledge
of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries,
is (i) currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively,
“Sanctions”) or (ii) located, organized, or resident in a country or territory that is the subject or target of Sanctions
(each, a “Sanctioned Jurisdiction”); and the Company will not directly or indirectly use the proceeds of the offering of
the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person
or entity, for the purpose of financing the activities of any person currently that, or at the time of such financing, is subject to
any Sanctions; neither the Company nor any of its subsidiaries is knowingly engaged in, or has, at any time in the past five years, knowingly
engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such
dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have
instituted, and maintain, policies and procedures designed to promote continued compliance with Sanctions.
(jj) Neither
the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included in the most
recent Preliminary Prospectus and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, and since such date, there has not been any change in the share capital or long-term debt of the
Company or any of its subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting
the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company
and its subsidiaries, taken as a whole, in each case except as described in the Disclosure Package and the Prospectus or as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(kk) The
Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title
to all personal property owned
by them, in each case free and clear of all liens, encumbrances and defects, and all assets held under
lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, except such exceptions as
are described in the Disclosure Package and the Prospectus or as would not, in the aggregate, be reasonably expected to have a Material
Adverse Effect.
(ll) The
Company owns, licenses, possesses or can acquire on reasonable terms all adequate rights to use all material patents, trademarks, service
marks, trade names, copyrights, licenses, inventions, trade secrets and other rights, and all registrations or applications relating
thereto, described in the Disclosure Package and the Prospectus as being owned by the Company and necessary for the conduct of its business,
except as such would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and the Company
is not aware of any pending or threatened claim to the contrary or any pending or threatened challenge by any other person to the rights
of the Company with respect to the foregoing which, if determined adversely to the Company, would reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.
Any certificate signed by any
officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities
shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 99.372% of the aggregate principal amount thereof for the 2028 Notes and at a purchase price of 99.190% of the aggregate principal
amount thereof for the 2033 Notes, plus accrued interest, if any, on the Securities from June 7, 2023, to the Closing Date, the
aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule I hereto. The Company will
not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein.
3. Delivery
and Payment. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on June 7, 2023, or at
such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which
date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds
to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company
unless the Representatives shall otherwise instruct.
4. Offering
by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.
5. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement
(including the Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished the Representatives
a copy for review prior to filing and will not file any such proposed amendment or supplement which shall be disapproved by the Representatives
promptly after reasonable notice thereof. The Company will cause the Prospectus, properly completed, and any supplement thereto to be
filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly
advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (ii) prior to the termination of the offerings of the Securities, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement shall have been filed or become effective, (iii) prior to
the termination of the offerings of the Securities, promptly after it receives notice thereof, of any request by the Commission or its
staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) promptly
after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon
such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such
occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement
and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The
Company shall prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof,
in the form approved by the Representatives and attached as Schedule III hereto and to file such term sheet pursuant to Rule 433(d) within
the time required by such Rule.
(c) If,
at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify
promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend
or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the
Representatives in such quantities as the Representatives may reasonably request.
(d) If,
at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where
such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made at such time, not misleading, or if it shall be necessary to amend the Registration
Statement, file a new registration statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company
promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second
sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such
statement or omission or effect such compliance; (iii) use its best efforts to have any amendment to the Registration Statement
or new registration statement declared effective as soon as practicable in order to avoid any disruption in the use of the Prospectus;
and (iv) supply any supplemented Prospectus to the Representatives in such quantities as the Representatives may reasonably request.
(e) As
soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement
or statements of the Company and its consolidated subsidiaries which will satisfy the provisions of Section 11(a) of the Act
and Rule 158.
(f) The
Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long
as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing
Prospectus and any supplement thereto as the Representatives may reasonably request.
(g) The
Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives
may reasonably designate and will maintain such qualifications in effect so long as required for the distribution of the Securities;
provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or
sale of the Securities, in any jurisdiction where it is not now so subject.
(h) The
Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use
of Proceeds” in each of the Disclosure Package and the Prospectus.
(i) The
Company will not, without the prior written consent of each of BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman
Sachs & Co. LLC, offer, sell, contract to sell, or otherwise dispose of, directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed
by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, for a period of 30 days
after the date of this Agreement. Notwithstanding the foregoing, the Company may, directly or through a subsidiary, (i) borrow under
the Amended and Restated Credit Agreement, dated as of December 2, 2021, as amended January 31, 2023, among the Company, Citibank,
N.A., as administrative agent, and the other credit parties and lenders party thereto, (ii) borrow under the 364-Day Credit Agreement,
dated as of January 31, 2023, by and among the Company, Citibank, N.A., as administrative agent, and the other credit parties and
lenders party thereto, (iii) obtain letters of credit, (iv) issue commercial paper pursuant to the Company’s commercial
paper program and (v) enter into such other commercial lending transactions consistent with the Company’s business.
(j) The
Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.
(k) The
Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and
filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,
the Prospectus and each Issuer Free Writing Prospectus, the Indenture, and each amendment or supplement to any of them; (ii) the
printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies
of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments
or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the
Securities; (iii) to the extent applicable, the preparation, printing, authentication, issuance and delivery of certificates for
the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the
printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or
reproduced) and delivered in connection with the offering of the Securities; (v) any registration or qualification of the Securities
for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses
of counsel for the Underwriters relating to such registration and qualification and in connection with the preparation of the blue sky
memorandum and any supplement thereto); (vi) any filings required to be made with the Financial Industry Regulatory Authority, Inc.
(including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (vii) the
transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective
purchasers of the Securities; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel
(including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the performance by the
Company of its obligations hereunder.
(l) The
Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally
and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of
the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the
Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties
hereto shall be deemed to have been given in respect of any Free Writing Prospectuses included in Schedules II and III hereto, any electronic
road show and any free writing prospectus that contains only (1) information describing the preliminary terms of the Securities
or their offering, (2) information that describes the final terms of the Securities or their offering that is included in the final
term sheet contemplated by Section 5(b) hereto or (3) information permitted under Rule 134. Any such free writing
prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer
Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and
433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record
keeping.
(m) The
Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
6. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company,
of its obligations hereunder and to the following additional conditions:
(a) The
Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b);
the final term sheet contemplated by Section 5(b) hereto and any other material required to be filed by the Company pursuant
to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such
filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its
use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The
Company shall have requested and caused Simpson Thacher & Bartlett LLP, counsel for the Company, to have furnished to the Representatives
their opinion and negative assurance letter, dated the Closing Date and addressed to the Representatives, substantially in the forms
set forth in Exhibits A-1 and A-2 hereto.
(c) The
Company shall have requested and caused Maynard Nexsen PC, counsel for the Company, to have furnished to the Representatives their opinion
letter, dated the Closing Date and addressed to the Representatives, substantially in the form set forth in Exhibit B hereto.
(d) [Reserved].
(e) The
Company shall have requested and caused Rhonda M. Taylor, the General Counsel of the Company, to have furnished to the Representatives
her opinion, dated the Closing Date and addressed to the Representatives, substantially in the form set forth in Exhibit C hereto.
(f) The
Representatives shall have received from Ropes & Gray LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration
Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Representatives
may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(g) The
Company shall have furnished to the Representatives a certificate of the Company, signed by the Chief Executive Officer and the Chief
Financial Officer of the Company, dated the Closing Date, to the effect that:
(i) the
representations and warranties of the Company in this Agreement that are not qualified by materiality are true and correct in all material
respects, and that the representations and warranties of the Company in this Agreement that are qualified by materiality are true and
correct, in each case, on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied
in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior
to the Closing Date;
(ii) no
stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings
for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since
the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any supplement thereto
that has not been made part of the Disclosure Package), there has been no material adverse effect on the business, properties, management,
financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole,
except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto that has not
been made part of the Disclosure Package).
(h) [Reserved].
(i) The
Company shall have requested and caused Ernst & Young LLP to have furnished to the Representatives at the Execution Time a letter
dated as of the Execution Time and at the Closing Date, a letter, dated as of the Closing Date, each in form and substance satisfactory
to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters”
to underwriters with respect to the audited and unaudited financial statements and certain financial information contained in the Preliminary
Prospectus, the Prospectus and the Registration Statement.
(j) Subsequent
to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment
thereof) and the Prospectus (exclusive of any supplement thereto that has not been made part of the Disclosure Package), there shall
not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6
or (ii) any change, or any development involving a prospective change, in or affecting the business, properties, management, financial
position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, except as set forth
in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto that has not been made
part of the Disclosure Package) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment
of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or delivery of
the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus
(exclusive of any amendment or supplement thereto that has not been made part of the Disclosure Package).
(k) Subsequent
to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally
recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any
intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of
the possible change.
(l) [Reserved].
(m) Prior
to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as
the Representatives may reasonably request.
If any of the conditions specified
in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and
counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior
to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.
The documents required to be
delivered by this Section 6 shall be delivered at the office of Ropes & Gray LLP, counsel for the Underwriters, at 1211
Avenue of the Americas, New York, New York 10036, on the Closing Date.
7. Reimbursement
of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally
through the Representatives on demand for all reasonable expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of the Securities; provided that the Company shall
then be under no further liability to any Underwriter in respect of the Securities not so delivered except as provided in Sections 5(k) and
8 hereof.
8. Indemnification
and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or in any Preliminary Prospectus, the Prospectus, or any Issuer Free Writing
Prospectus, or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto,
or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each
such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers
who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing indemnity to each Underwriter, but only with reference to written information relating to such Underwriter
furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents
referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery
of the Securities and (ii) under the heading “Underwriting,” (A) the list of Underwriters and their respective
participation in the sale of the Securities, (B) the second, third and fourth sentences of the third paragraph and (C) the
ninth and tenth paragraphs in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus
or the final term sheet prepared and filed pursuant to Section 5(b).
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve the indemnifying party
from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph
(a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case
the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit
or proceeding, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf
of any indemnified party.
(d) In
the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company on the one hand and the Underwriters on the other agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in
such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering
of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence
is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Company,
and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case
as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee
and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms
and conditions of this paragraph (d).
9. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions
which the aggregate principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of
Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives
shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company
and any nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s
common stock, par value $0.875 per share, shall have been suspended by the Commission or the New York Stock Exchange or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange,
(ii) a banking moratorium shall have been declared either by federal or New York State authorities, (iii) a material disruption
in commercial banking or securities settlement or clearance services in the United States shall have occurred or (iv) there shall
have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity
or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or
inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Preliminary Prospectus or the Prospectus
(exclusive of any amendment or supplement thereto).
11. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company
or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter, the Company or any of the officers, directors, employees, agents or controlling
persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections
7 and 8 hereof shall survive the termination or cancellation of this Agreement.
12. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to BofA Securities, Inc., (fax no.: (646) 855-5958) and confirmed to BofA Securities, Inc., 114 West 47th Street,
NY8-114-07-01, New York, NY 10036, Attention: High Grade Transaction Management/Legal, Facsimile: (212) 901-7881, Email: dg.hg_ua_notices@bofa.com;
Citigroup Global Markets Inc. General Counsel (fax no.: (646) 291-1469) and confirmed to the General Counsel, Citigroup Global Markets
Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; and the Goldman Sachs & Co. LLC
Registration Department, at 200 West Street, New York, New York 10282, Attention: Registration Department (tel. no.: (866) 471- 2526);
with a copy for information purposes to Paul D. Tropp, Esq. (fax no.: (646) 728-2823) and
confirmed to Ropes & Gray LLP, at 1211 Avenue of
the Americas New York, New York 10036, Attention: Paul D. Tropp, Esq.; or, if sent to the Company, will be mailed, delivered or
telefaxed to Rhonda M. Taylor, Esq. (fax no.: (615) 855-8578) and confirmed to it at Dollar General Corporation, at 100 Mission
Ridge, Goodlettsville, Tennessee 37072, attention of Rhonda M. Taylor, Esq., with a copy for information purposes to Joseph H. Kaufman, Esq.
(fax no.: (212) 455-2502) and confirmed to Simpson Thacher & Bartlett LLP, at 425 Lexington Avenue, New York, New York 10017-3954,
attention of Joseph H. Kaufman, Esq.
13. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers,
directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.
14. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
As used in this Section 14,
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to
that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
15. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through
which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company
and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering
is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely
responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising
the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services
of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process
leading thereto.
16. Patriot
Act Notice. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the
Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
17. Integration.
This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company and the Underwriters, or
any of them, with respect to the subject matter hereof.
18. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
19. Waiver
of Jury Trial. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
20. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall
constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this
Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic
means.
21. Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.
22. Definitions.
The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Base Prospectus”
shall mean the base prospectus referred to in Section 1(a) above contained in the Registration Statement at the Execution Time.
“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City.
“Commission” shall
mean the Securities and Exchange Commission.
“Disclosure
Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus that is generally distributed to investors
and used to offer the Securities, including any document that is incorporated by reference therein, (iii) the Issuer Free Writing
Prospectuses, if any, identified in Schedule II hereto, including the final term sheet prepared and filed pursuant to Section 5(b) hereto
and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of
the Disclosure Package.
“Effective
Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became
or becomes effective.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time”
shall mean 4:45 PM New York City time on June 5, 2023.
“Free Writing Prospectus”
shall mean a free writing prospectus, as defined in Rule 405.
“Issuer Free Writing
Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Preliminary Prospectus”
shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1(a) above which is used prior
to the filing of the Prospectus, together with the Base Prospectus.
“Prospectus” shall
mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time,
together with the Base Prospectus.
“Registration Statement”
shall mean the registration statement referred to in Section 1(a) above, including exhibits and financial statements and any
prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part
of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment
thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Rule 134”,
“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”,
“Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433”, “Rule 456”
and “Rule 457” refer to such rules under the Act.
“Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Well-Known Seasoned
Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent
a binding agreement among the Company and the several Underwriters.
| |
Very truly yours, |
| |
|
| |
Dollar General Corporation |
| |
|
| |
|
| |
By: |
/s/
Kelly M. Dilts |
| |
|
Name: Kelly M. Dilts |
| |
|
Title: Executive Vice President
and Chief Financial Officer |
[Signature Page –
Underwriting Agreement]
| The foregoing Agreement is hereby
confirmed and accepted as of the date first above written. |
|
| |
|
| BofA Securities, Inc. |
|
| Citigroup Global Markets Inc. |
|
| Goldman Sachs & Co. LLC |
|
| |
|
| |
|
| BofA Securities, Inc. |
|
| |
|
| |
|
| By: |
/s/
Sandeep Chawla |
|
| |
Name: Sandeep Chawla |
|
| |
Title: Co-Head of Global IG Capital Markets |
|
| |
|
| Citigroup Global Markets Inc. |
|
| |
|
| |
|
| By: |
/s/ Brian
D. Bednarski |
|
| |
Name: Brian D. Bednarski |
|
| |
Title: Managing Director |
|
| |
|
|
| |
|
| Goldman Sachs & Co. LLC |
|
| |
|
| By: |
/s/ Iva Vukina |
|
| |
Name: Iva Vukina |
|
| |
Title: Managing Director |
|
| |
|
|
| For themselves and the other several
Underwriters named in Schedule I to the foregoing Agreement. |
|
[Signature Page – Underwriting Agreement]
SCHEDULE
i
| |
Principal
Amount of
Securities to be
Purchased | |
| Underwriters | |
5.200% Senior
Notes
Due 2028 | | |
5.450% Senior
Notes
Due 2033 | |
| BofA
Securities, Inc. | |
$ | 70,000,000 | | |
$ | 140,000,000 | |
| Citigroup Global
Markets Inc. | |
$ | 70,000,000 | | |
$ | 140,000,000 | |
| Goldman Sachs &
Co. LLC | |
$ | 70,000,000 | | |
$ | 140,000,000 | |
| U.S. Bancorp Investments, Inc. | |
$ | 45,000,000 | | |
$ | 90,000,000 | |
| Wells Fargo Securities,
LLC | |
$ | 45,000,000 | | |
$ | 90,000,000 | |
| J.P. Morgan Securities
LLC | |
$ | 35,000,000 | | |
$ | 70,000,000 | |
| BMO Capital Markets
Corp. | |
$ | 25,000,000 | | |
$ | 50,000,000 | |
| Fifth Third Securities, Inc. | |
$ | 25,000,000 | | |
$ | 50,000,000 | |
| Regions Securities
LLC | |
$ | 25,000,000 | | |
$ | 50,000,000 | |
| Truist Securities, Inc. | |
$ | 25,000,000 | | |
$ | 50,000,000 | |
| Huntington Securities, Inc. | |
$ | 19,375,000 | | |
$ | 38,750,000 | |
| KeyBanc Capital
Markets Inc. | |
$ | 19,375,000 | | |
$ | 38,750,000 | |
| PNC Capital Markets
LLC | |
$ | 15,000,000 | | |
$ | 30,000,000 | |
| Capital One Securities, Inc. | |
$ | 8,750,000 | | |
$ | 17,500,000 | |
| R.
Seelaus & Co., LLC | |
$ | 2,500,000 | | |
$ | 5,000,000 | |
| Total | |
$ | 500,000,000 | | |
$ | 1,000,000,000 | |
SCHEDULE
iI
Schedule of Free Writing Prospectuses included in the Disclosure Package:
The pricing term sheet, filed with the SEC on June 5, 2023, the
form of which is set forth on Schedule III hereto.
SCHEDULE
iII
ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration No. 333-272406
DOLLAR GENERAL CORPORATION
PRICING TERM SHEET
June 5, 2023
$500,000,000 5.200% Senior Notes Due 2028
$1,000,000,000 5.450% Senior Notes Due 2033
This pricing term sheet is qualified in its entirety by reference
to the preliminary prospectus supplement dated June 5, 2023, supplementing the base prospectus and registration statement (File
No. 333-272406) filed with the Securities and Exchange Commission (the “SEC”). The information in this pricing term
sheet supplements such preliminary prospectus supplement and updates and supersedes the information in the preliminary prospectus supplement
and base prospectus to the extent it is inconsistent with the information contained therein. Terms used and not defined herein have the
meanings assigned in such preliminary prospectus supplement.
| Issuer: |
Dollar
General Corporation |
| Expected
Settlement Date: |
June 7,
2023 (T+2) |
| Current
Ratings*: |
Baa2
by Moody’s Investors Service, Inc.
BBB by Standard & Poor’s Ratings Services |
| |
$500,000,000
5.200% Senior Notes Due 2028 |
$1,000,000,000
5.450% Senior Notes Due 2033 |
| Final
Maturity Date: |
July 5,
2028 |
July 5,
2033 |
| Principal
Amount: |
$500,000,000 |
$1,000,000,000 |
| Coupon: |
5.200% |
5.450% |
| Interest
Payment Dates: |
January 5
and July 5, commencing on January 5, 2024 |
January 5
and July 5, commencing on January 5, 2024 |
| Price
to Public: |
99.972%,
plus accrued interest, if any, from June 7, 2023 |
99.840%,
plus accrued interest, if any, from June 7, 2023 |
| Benchmark
Treasury: |
3.625%
U.S. Treasury due May 31, 2028 |
3.375%
U.S. Treasury due May 15, 2033 |
| Benchmark
Treasury Price and Yield: |
99-01
3/4; 3.835% |
97-10;
3.700% |
| Spread
to Benchmark Treasury: |
137
basis points |
177
basis points |
| Yield
to Maturity: |
5.205% |
5.470% |
| Make-Whole
Call: |
T+25
basis points (prior to June 5, 2028) |
T+30
basis points (prior to April 5, 2033) |
| Par
Call: |
On
and after June 5, 2028 at 100%, plus accrued and unpaid interest to, but excluding, the redemption date |
On
and after April 5, 2033 at 100%, plus accrued and unpaid interest to, but excluding, the redemption date |
| Use
of Proceeds: |
The
issuer intends to use the net proceeds of this offering to reduce its commercial paper notes outstanding (excluding $204.3 million
of commercial paper notes held by one of its wholly-owned subsidiaries) and for general corporate purposes, which may include the
repayment of other indebtedness. |
| CUSIP
and ISIN: |
CUSIP:
256677 AN5
ISIN: US256677AN52 |
CUSIP:
256677 AP0
ISIN: US256677AP01 |
| Joint
Book-Running Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
J.P. Morgan Securities LLC
|
| Senior
Co-Managers: |
BMO Capital Markets Corp.
Fifth Third Securities, Inc.
Regions Securities LLC
Truist Securities, Inc.
|
| Co-Managers: |
Huntington Securities, Inc.
KeyBanc Capital Markets Inc.
PNC Capital Markets LLC
Capital One Securities, Inc.
R. Seelaus & Co., LLC
|
*Note: A securities rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any time.
The
Issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement
and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain
these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling
BofA Securities, Inc. at (800) 294-1322; Citigroup Global Markets Inc. at (800) 831-9146; or Goldman Sachs & Co. LLC at
(201) 793-5170.
Exhibit A-1
OPINION
OF SIMPSON THACHER & BARTLETT LLP
TO BE DELIVERED PURSUANT TO
SECTION 6(b)
We
have acted as counsel to Dollar General Corporation, a Tennessee corporation (the “Company”), in connection with the purchase
by you of $[●] aggregate principal amount of [●]% Notes due 20[●] and $[●] aggregate principal amount
of [●]% Notes due 20[●] (collectively, the “Notes”) issued by the Company, pursuant to the Underwriting Agreement,
dated June [●], 2023 (the “Underwriting Agreement”), between the Company and you.
We
have examined the Registration Statement on Form S-3 (File No. 333-[●]) (the “Registration Statement”) filed
by the Company under the Securities Act of 1933, as amended (the “Securities Act”); the prospectus dated June [●],
2023 (the “Base Prospectus”), as supplemented by the preliminary prospectus supplement dated June [●],
2023 relating to the Notes (together with the Base Prospectus, the “Preliminary Prospectus”), filed by the Company pursuant
to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act and the prospectus supplement dated June [●], 2023 relating to the Notes (together with the Base Prospectus,
the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission
under the Securities Act, in each case, including the documents filed under the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Preliminary Prospectus and the Prospectus, as the case may be; the pricing term sheet dated June [●],
2023 relating to the Notes (the “Pricing Term Sheet” and, together with the Preliminary Prospectus, the “Pricing Disclosure
Package”), filed by the Company as a free writing prospectus pursuant to Rule 433 of the rules and regulations of the
Commission under the Securities Act; the Indenture, dated as of July 12, 2012 (the “Base Indenture”), between the Company
and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”),
as supplemented by the Fourteenth Supplemental Indenture, dated as of June [●], 2023 (the “Fourteenth Supplemental Indenture”)
and the Fifteenth Supplemental Indenture, dated as of June [●], 2023 (the “Fifteenth Supplemental Indenture” and,
together with the Fourteenth Supplemental Indenture and the Base Indenture, the “Indenture”), between the Company and the
Trustee; duplicates of the global notes representing the Notes; and the Underwriting Agreement. We have relied as to matters of fact
upon the representations and warranties contained in the Underwriting Agreement. In addition, we have examined, and have relied as to
matters of fact upon, the documents delivered to you at the closing and upon originals, or duplicates or certified or conformed copies,
of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of
officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection
with the opinions hereinafter set forth.
In rendering the opinions
set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed
copies and the authenticity of the originals of such latter documents.
In rendering the opinions
set forth below, we have also assumed that (1) the Company is validly existing and in good standing under the law of the State of
Tennessee and has duly authorized, executed, issued and delivered the Underwriting Agreement, the Indenture and the Notes, as applicable,
in accordance with its organizational documents and the law of the State of Tennessee; (2) the execution, issuance, delivery and
performance by the Company of the Underwriting Agreement, the Indenture and the Notes, as applicable, do not constitute a breach or violation
of its organizational documents or violate the law of the State of Tennessee or any other jurisdiction (except that no such assumption
is made with respect to the federal law of the United States or the law of the State of New York); and (3) the execution, issuance,
delivery and performance by the Company of the Underwriting Agreement, the Indenture and the Notes, as applicable, do not constitute
a breach or default under any agreement or instrument which is binding upon the Company (except that no such assumption is made with
respect to the agreements and instruments listed on Schedule I hereto).
Based upon the foregoing,
and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. The
Indenture has been duly executed and delivered by the Company in accordance with the law of the State of New York and duly qualified
under the Trust Indenture Act of 1939, as amended, and, assuming that the Indenture is the valid and legally binding obligation of the
Trustee, the Indenture constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms.
2. The
Notes have been duly executed and issued by the Company in accordance with the law of the State of New York and, assuming due authentication
thereof by the Trustee, upon payment and delivery in accordance with the Underwriting Agreement, the Notes will constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits
of the Indenture.
3. The
statements made in each of the Pricing Disclosure Package and the Prospectus under the caption “Description of Debt Securities”,
as supplemented and modified by the statements made under the caption “Description of the Notes” (including, in the case
of the Pricing Disclosure Package, the information contained in the Pricing Term Sheet), insofar as they purport to constitute summaries
of certain terms of the Indenture and the Notes referred to therein, constitute accurate summaries of such terms in all material respects.
4. The
statements made in each of the Pricing Disclosure Package and the Prospectus under the caption “Certain U.S. Federal Income Tax
Consequences”, insofar as they purport to constitute summaries of certain provisions of U.S. federal income tax law and regulations
or legal conclusions with respect thereto, constitute accurate summaries of such matters in all material respects.
5. The
issue and sale of the Notes by the Company, the execution, delivery and performance by the Company of the Underwriting Agreement and
the execution and delivery of the Indenture by the Company (i) will not breach or result in a default under any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument identified on Schedule I hereto and (ii) will not violate any federal
or New York State statute or any rule or regulation that has been issued pursuant to any federal or New York State statute or any
order known to us issued pursuant to any federal or New York State statute by any federal or New York State court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except that it is understood that
no opinion is given in this paragraph 5 with respect to any federal or state securities law or any rule or regulation issued pursuant
to any federal or state securities law.
6. No
consent, approval, authorization or order of, or registration or qualification with, any federal or New York State governmental agency
or body or, to our knowledge, any federal or New York State court is required for the issue and sale of the Notes by the Company and
the execution, delivery and performance by the Company of the Underwriting Agreement and the execution and delivery of the Indenture
by the Company, except that it is understood that no opinion is given in this paragraph 6 with respect to any federal or state securities
law or any rule or regulation issued pursuant to any federal or state securities law.
7. The
Registration Statement has become effective under the Securities Act, and the Prospectus was filed on June [●], 2023 pursuant
to Rule 424(b) of the rules and regulations of the Commission under the Securities Act and, to our knowledge, no stop
order suspending the effectiveness of the Registration Statement has been issued or proceeding for that purpose has been instituted or
threatened by the Commission.
8. The
Company is not, and after giving effect to the issue and the sale of the Notes and assuming the application of the proceeds therefrom
as described in the Prospectus, the Company would not as of the date hereof be, an “investment company” within the meaning
of and subject to regulation under the Investment Company Act of 1940, as amended.
Our opinions set forth in
paragraphs 1 and 2 above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered
in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. In addition, we express no opinion
as to the validity, legally binding effect or enforceability of Section 12.13 of the Base Indenture, Section 5.5 of the Fourteenth
Supplemental Indenture and Section 5.5 of the Fifteenth Supplemental Indenture relating to the severability of provisions of the
Indenture.
Our opinions set forth in
paragraphs 5 and 6 above are limited to our review of only the statutes, rules and regulations that, in our experience, are customarily
applicable to transactions of the type provided for in the Underwriting Agreement and exclude statutes, rules and regulations that
are part of a regulatory scheme applicable to any party or any of their affiliates
due to the specific assets or business of such party
or such affiliates. No opinion is expressed in paragraph 2 or 5 as to compliance with any financial or accounting test, or any limitation
or restriction expressed as a dollar (or other currency) amount, or based, in whole or in part, on ratio or percentage in any of the
agreements or instruments identified in Schedule I hereto.
We do not express any opinion
herein concerning any law other than the law of the State of New York and the federal law of the United States.
This opinion letter is rendered
to you in connection with the above-described transaction. This opinion letter may not be relied upon by you for any other purpose, or
relied upon by, or furnished to, any other person, firm or corporation without our prior written consent, except that the Trustee, solely
in its capacity as trustee under the Indenture, may rely upon paragraphs 1, 2 and 7 of this opinion, subject to the qualifications, assumptions
and limitations relating thereto set forth herein.
Very truly yours,
Exhibit A-2
NEGATIVE
ASSURANCE LETTER OF SIMPSON THACHER & BARTLETT LLP
TO BE DELIVERED PURSUANT TO
SECTION 6(b)
We
have acted as counsel to Dollar General Corporation, a Tennessee corporation (the “Company”), in connection with the purchase
by you of $[●] aggregate principal amount of [●]% Notes due 20[●] and $[●] aggregate principal amount
of [●]% Notes due 20[●] (collectively, the “Notes”) issued by the Company, pursuant to the Underwriting Agreement,
dated June [●], 2023 (the “Underwriting Agreement”), between the Company and you.
We have not independently
verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement on Form S-3 (File
No. 333-[●]) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended
(the “Securities Act”); the prospectus dated June [●], 2023 (the “Base Prospectus”), as supplemented
by the preliminary prospectus supplement dated June [●], 2023 relating to the Notes (the “Preliminary Prospectus Supplement”
and, together with the Base Prospectus, the “Preliminary Prospectus”), filed by the Company pursuant to Rule 424(b) of
the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act and
as supplemented by the prospectus supplement dated June [●], 2023 relating to the Notes (the “Prospectus Supplement”
and, together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Securities Act; the pricing term sheet dated June [●], 2023 relating
to the Notes (such pricing term sheet, together with the Preliminary Prospectus, the “Pricing Disclosure Package”) filed
by the Company as a free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission under the Securities
Act; or the documents filed under the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Preliminary
Prospectus and the Prospectus (the “Exchange Act Documents”), and we take no responsibility therefor, except as and to the
extent set forth in numbered paragraphs 3 and 4 of our opinion letter to you dated the date hereof.
In connection with, and under
the circumstances applicable to, the offering of the Notes, we participated in conferences with certain officers and employees of the
Company, representatives of Ernst & Young LLP, representatives of Maynard Nexsen P.C., your representatives and your counsel
in the course of the preparation by the Company of the Registration Statement, the Preliminary Prospectus and the Prospectus and also
reviewed certain records and documents furnished to us, or publicly filed with the Commission, by the Company, as well as the documents
delivered to you at the closing. We did not participate in the preparation of the Exchange Act Documents; however, we discussed certain
Exchange Act Documents with the Company prior to their filing with the Commission. Based upon our review of the Registration Statement,
the Pricing Disclosure Package, the Prospectus and the Exchange Act Documents, our participation in the conferences referred to above,
our review of the records and documents as described above, as well as our understanding of the U.S. federal securities laws and the
experience we have gained in our practice thereunder:
| (i) | we advise you that each of the Registration
Statement, as of the date it first became effective under the Securities Act, and the Prospectus,
as of June [●], 2023, appeared, on its face, to be appropriately responsive, in
all material respects, to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder, except that in each case we express no view with
respect to the financial statements or other financial or accounting data contained in, incorporated
by reference in, or omitted from the Registration Statement, the Prospectus or the Exchange
Act Documents; and |
| (ii) | nothing
has come to our attention that causes us to believe that (a) the Registration Statement
(including the Exchange Act Documents and the Prospectus deemed to be a part thereof), as
of June [●], 2023, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order to make the
statements therein not misleading, (b) the Pricing Disclosure Package (including the
Exchange Act Documents), as of [●]:[●] p.m. (New York City time),
on June [●], 2023, being the Execution Time specified in the Underwriting Agreement,
contained any untrue statement of a material fact or omitted to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading or (c) the Prospectus (including the Exchange Act Documents),
as of June [●], 2023 or as of the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that we express no belief in any of clauses (a), (b) or
(c) above with respect to the financial statements or other financial or accounting
data contained in, incorporated by reference in, or omitted from the Registration Statement,
the Pricing Disclosure Package, the Prospectus or the Exchange Act Documents. |
This letter is delivered to you in connection
with the above-described transaction. This letter may not be relied upon by you for any other purpose, or relied upon by, or furnished
to, any other person, firm or corporation.
Very truly yours,
Exhibit B
OPINION
OF MAYNARD Nexsen PC
TO BE DELIVERED PURSUANT TO
SECTION 6(c)
We
have acted as counsel to Dollar General Corporation, a Tennessee corporation (“Dollar General” or the “Company”),
in connection with the issuance and sale of the Company’s [●]% Notes due [●] in the aggregate principal amount
of $[●] (the “[●] Notes”) and the Company’s [●]% Notes due [●] in the aggregate principal amount
of $[●] (the “[●] Notes,” and together with the [●] Notes, the “Securities”) in an underwritten
public offering pursuant to the Underwriting Agreement. The Securities are to be offered and sold pursuant to a prospectus supplement,
dated June [●], 2023 (the “Prospectus Supplement”), and the accompanying base prospectus dated June [●],
2023 (the “Base Prospectus” and collectively with the Prospectus Supplement, the “Prospectus”) that form part
of the Company’s effective registration statement on Form S-3 (File No. 333-[●]) (the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”).
The
Securities will be issued under an indenture, dated July 12, 2012, between the Company and U.S. Bank Trust Company, National Association
(as successor to U.S. Bank National Association), as trustee (the “Trustee”) (the “Base Indenture”) and
the fourteenth supplemental indenture dated as of June [●], 2023 (the “Fourteenth Supplemental Indenture”) and
the fifteenth supplemental indenture dated as of June [●], 2023 (the “Fifteenth Supplemental Indenture,” and together
with the Fourteenth Supplemental Indenture, the “Supplemental Indentures,” and collectively with the Base Indenture, the
“Indenture”), pursuant to which the Securities will be issued, between the Company and the Trustee.
This Opinion Letter is being
delivered in accordance with the conditions set forth in Section 6(c) of the Underwriting Agreement. All capitalized terms
not otherwise defined herein shall have the meanings provided therefor in the Underwriting Agreement.
For purposes of the opinions
expressed below, we have assumed that all signatures (other than those of representatives of Dollar General) on all documents submitted
to us are genuine; that all documents submitted to us as originals are authentic; that all documents submitted to us as certified copies,
telecopies or photocopies conform to the originals of such documents, which themselves are authentic; that the Underwriting Agreement
has been duly authorized, executed and delivered by each party thereto other than Dollar General; that the Indenture has been duly authorized,
executed and delivered by each party thereto other than Dollar General; that any natural persons executing any document have legal capacity
to do so; and that all public records reviewed are true and complete. We have further assumed, without investigation, that the representations
and warranties contained in the Underwriting Agreement pertaining to factual matters are true and correct as set forth therein; and that
any certificate, representation or document that we have received from any governmental authority and upon which we have relied and which
was given or dated earlier than the date of this letter continues to remain accurate, insofar as relevant to the opinions contained herein,
from such earlier date through and including the date hereof.
With respect to the assumptions
set forth hereinabove, in the course of our representation of Dollar General, we have not discovered any condition or fact which would
lead us to believe that our reliance upon such assumptions is not reasonable.
For purposes of giving this
letter, we have examined such corporate records of Dollar General, certificates of public officials, certificates of appropriate officers
of Dollar General, and such other documents, and have made such inquiries, as we have deemed relevant as a basis for the opinions set
forth herein. In basing certain of the opinions expressed herein on “our knowledge,” or matters with respect to which we
are “aware,” the words “our knowledge” or “aware” signify that, in the course of our representation
of Dollar General as aforesaid, no information has come to our attention which has given us actual knowledge that any such opinions are
not accurate or that any of the documents, certificates and information on which we have relied in expressing any such opinions are not
true and complete in all material respects. The phrase “our knowledge” and the term “aware” are each limited
to the actual knowledge of the lawyers within our firm who participate in our representation of Dollar General. The phrases “set
forth in,” “described in,” “contained in” or words of similar import, when used in reference to information
contained in either the Registration Statement or the Prospectus, includes information that is appropriately incorporated by reference
into such document pursuant to Commission rules and regulations.
We have participated in the
preparation of the Registration Statement, the Disclosure Package, the Prospectus and the Indenture.
Based upon and subject to
the foregoing and the other assumptions and qualifications set forth herein, it is our opinion that as of the date hereof:
| 1. | Dollar General has been duly incorporated and
is validly existing as a corporation and in good standing under the laws of the state of
Tennessee, with the requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Registration Statement, Disclosure
Package and the Prospectus. |
| 2. | Dollar General, except where the failure so
to register or qualify would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, is duly registered and qualified to conduct its business
and is in good standing in each U.S. state where the nature of its properties or the conduct
of its business requires such registration or qualification. |
| 3. | Dollar General’s authorized equity capitalization
is as set forth in the Disclosure Package and the Prospectus under the caption “Description
of Capital Stock.” The issued and outstanding capital stock of Dollar General conforms
in all material respects to the description thereof in the Registration Statement, the Disclosure
Package and the Prospectus under the caption “Description of Capital Stock,”
and the Company’s $0.875 par value common stock (the “Common Stock”) conforms
in all material respects to the description thereof in the Registration Statement, the Disclosure
Package and the Prospectus under the caption “Description of Capital Stock,”
except that no opinion is expressed herein as to the number of shares of capital stock issued
or outstanding. The Securities and the Indenture conform in all material respects to the
description thereof in the Registration Statement, the Disclosure Package |
| | | and the Prospectus
under the caption “Description of the Notes” and, insofar as applicable, “Description
of Debt Securities.” |
| | | |
| 4. | The statements set forth in the Disclosure
Package and the Prospectus under the caption “Description of Capital Stock –
Tennessee Anti-Takeover Statutes,” insofar as such statements constitute matters of
law, summaries of legal matters, provisions of the Company’s Amended and Restated Charter,
effective May 28, 2021 (the “Charter”), or Amended and Restated Bylaws,
effective March 23, 2023 (the “Bylaws”), or legal conclusions, have been
reviewed by us and fairly present and summarize, in all material respects, the matters referred
to therein. |
| 5. | Neither the execution, delivery or performance
by Dollar General of the Underwriting Agreement, the Indenture and the Securities, nor compliance
by Dollar General with the applicable provisions thereof: (a) conflicts or will conflict
with or constitutes or will constitute a breach of the Charter or Bylaws of Dollar General;
or (b) violates or will result in any violation of any existing law, statute or regulation
(assuming compliance with all applicable state or foreign securities and/or “Blue Sky”
laws) or any ruling, judgment, injunction, order or decree of which we have knowledge, except
as would not reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Effect. |
| 6. | The execution and delivery by Dollar General
of, and the performance of its obligations under, the Underwriting Agreement, the Indenture
and the Securities do not require any consent, approval, authorization or other order of,
or registration, qualification or filing with, any regulatory body, administrative agency
or other governmental body, agency or official, or to our knowledge, any court (except such
as has been obtained or is required under the 1933 Act or the Securities Exchange Act of
1934, as amended, and except for compliance with the securities or “Blue Sky”
laws of various state and foreign jurisdictions). |
| 7. | Dollar General has corporate power and authority
to execute and deliver the Underwriting Agreement, the Securities and the Indenture and to
perform its obligations thereunder. |
| 8. | The Underwriting Agreement, the Securities,
the Base Indenture and the Supplemental Indentures have been duly authorized, executed and
delivered by Dollar General. |
In connection with rendering
the opinions set forth herein, we have assumed the following:
| (a) | The Underwriters are duly organized and
validly existing corporations or limited liability companies, as the case may be, in good
standing in their respective states of incorporation or organization; are qualified to do
business and are in good standing as foreign corporations or limited liability companies,
as the case may be, in such states as is required by applicable law; and have full corporate
or limited liability company, as the case may be, power and |
| | | authority to enter into and perform
the obligations described in the Underwriting Agreement. |
| | | |
| (b) | The Trustee is a duly organized and validly
existing nationally chartered banking association, in good standing with the U.S. Office
of the Comptroller of the Currency; qualified to do business and in good standing in such
states as is required by applicable law; and has full power and authority to enter into and
perform the obligations described in the Indenture and the Securities. |
| (c) | Each of the Underwriters has the legal
power to engage in and to perform all transactions contemplated by the Underwriting Agreement
and is not prohibited by their respective charters, certificates or articles of incorporation,
certificates or articles of organization, by-laws, operating agreements (or other applicable
organizational documents), policies or boards of directors, or by any agreement to which
such parties, or any of them, are bound, or by any statute, law, ordinance or regulation
of the United States government or of any state, or by any injunction, order or decree of
any court, administrative agency or other governmental authority of any state from engaging
and performing all transactions contemplated by the Underwriting Agreement. |
| (d) | The Trustee has the legal power to engage
in and to perform all transactions contemplated by the Indenture and the Securities and is
not prohibited by its articles of organization, by-laws (or other applicable organizational
documents), policies or board of directors, or by any agreement to which the Trustee is bound,
or by any statute, law, ordinance or regulation of the United States government or of any
state, or by any injunction, order or decree of any court, administrative agency or other
governmental authority of any state from engaging and performing all transactions contemplated
by the Indenture and the Securities. |
| (e) | Neither the Underwriters nor their legal
counsel has any current actual knowledge that any opinion set forth herein is inaccurate
in any respect. |
| (f) | All necessary governmental consents, authorizations,
orders, approvals, registrations, recordations, declarations or filings required for the
valid authorization, execution and delivery of the Underwriting Agreement, to the extent
such matters are not governed by the laws of the State of Tennessee or by the federal laws
of the United States of America, have been duly obtained, received, made or accomplished. |
| (g) | With respect to the Underwriters, all
necessary governmental consents, authorizations, orders, approvals, registrations, recordations,
declarations or filings required for the valid authorization, execution and delivery of the
Underwriting Agreement have been duly obtained, received, made or accomplished. |
| (h) | With respect to the Trustee, all necessary
governmental consents, authorizations, orders, approvals, registrations, recordations, declarations
or filings required for the valid authorization, execution and delivery of the Indenture
and the Securities have been duly obtained, received, made or accomplished. |
| (i) | Dollar General and the Underwriters each
will comply with their respective obligations under the Underwriting Agreement. |
| (j) | Dollar General and the Trustee each will
comply with their respective obligations under the Indenture and the Securities. |
The opinions set forth in
this Opinion Letter also are subject to the following qualifications:
| (a) | Our opinions as set forth herein are limited
in all respects to the laws of the State of Tennessee and the federal laws of the United
States of America. No opinion is given regarding the laws of any other jurisdiction except
with respect to the matters addressed in numbered paragraph 2 of this Opinion Letter regarding
the qualification of Dollar General, which are limited to state law of the United States
of America. |
| (b) | With respect to the opinions set forth
in numbered paragraph 1 of this Opinion Letter related to the due incorporation, existence
and good standing of Dollar General, we have relied solely upon a certificate of existence
issued by the Tennessee Secretary of State as conclusive evidence as to such matters, and
we have assumed that such certificate remained accurate through the date hereof. |
| (c) | With respect to the opinions set forth
in numbered paragraph 2 of this Opinion Letter regarding the qualification of Dollar General,
we have relied solely upon certificates of existence and certificates of good standing and/or
qualification to do business as conclusive evidence as to such matters, and we have assumed
that such certificates remained accurate through the date hereof. |
| (d) | With respect to the opinions set forth
in numbered paragraphs 5 and 6 of this Opinion Letter, such opinions are limited to our review
of laws and regulations that in our experience are normally applicable to transactions of
the type contemplated by the Underwriting Agreement. |
| (e) | We express no opinion with respect to
the registration or qualification of the Securities under any state securities or “Blue
Sky” laws or the securities laws of any foreign jurisdiction. |
| (f) | This letter is strictly limited to those
matters expressly addressed herein. We express no opinion as to any matter not specifically
stated to be and numbered above as an opinion. |
| (g) | This letter is rendered as of the date
hereof and we assume no responsibility to update this letter for any changes in applicable
law occurring after the date hereof. |
Our opinions contained herein
are rendered solely in connection with the transactions contemplated under the Underwriting Agreement and may not be relied upon in any
manner by any Person other than the addressees hereof (with the exception of Ropes & Gray LLP, as counsel to the Underwriters,
Simpson Thacher & Bartlett LLP, as counsel to the Company, and the Trustee, each of whom may rely upon this opinion) and any
successor or assignee of any addressee (including successive assignees). Our opinions herein shall not be furnished to any Person, except
with our consent, or as may be required by applicable law or regulation, and may not be quoted or otherwise included, summarized or referred
to in any publication or document, in whole or in part, for any purposes whatsoever.
Very truly yours,
Exhibit C
OPINION
OF RHONDA M. TAYLOR
TO BE DELIVERED PURSUANT TO
SECTION 6(e)
I am General Counsel to Dollar
General Corporation, a Tennessee corporation (the “Company”), and have represented the Company in connection with the preparation,
execution and delivery of the Underwriting Agreement, dated June [●], 2023, by and among the Company and BofA Securities, Inc.,
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as Representatives of the Underwriters listed in Schedule I to the
Underwriting Agreement (the “Underwriting Agreement”), and the transactions contemplated thereby. Unless otherwise indicated,
capitalized terms used but not defined herein shall have the respective meanings set forth in the Underwriting Agreement. This opinion
is furnished to you pursuant to Section 6(e) of the Underwriting Agreement. I have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as
I have deemed relevant and necessary, including consultation with internal and external counsel, in connection with the opinion expressed
herein.
In rendering the opinion
set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter documents.
Based upon and subject to
the foregoing, and subject to the qualifications and limitations set forth herein, I am of the opinion that:
The statements made in the
Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023 under the heading “Legal Proceedings”
contained in Part I, Item 3 therein and in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
May 5, 2023 under the heading “Legal Proceedings” contained in Part II, Item 1 therein, each of which is incorporated
by reference in each of the Preliminary Prospectus, dated June [●], 2023, and the Prospectus, dated June [●], 2023,
constitute accurate summaries of the matters described therein in all material respects.
I express no opinion with
respect to any other matter not specifically stated to be an opinion herein.
I am admitted in the State
of Tennessee, and the foregoing opinion is limited to the law of the State of Tennessee and the Federal law of the United States. I express
no opinion as to any other laws or regulations.
This opinion letter is rendered
to you solely in connection with the above described transactions and is as of the date hereof. This opinion letter may not be relied
upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without my prior written
consent. I assume no obligation to update or supplement the opinion expressed herein to reflect any facts or circumstances that may hereafter
come to my attention or any change in laws that may hereafter occur.
