0000769993-11-000678.txt : 20111214
0000769993-11-000678.hdr.sgml : 20111214
20111214171405
ACCESSION NUMBER: 0000769993-11-000678
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111212
FILED AS OF DATE: 20111214
DATE AS OF CHANGE: 20111214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Goldman Sachs DGC Investors LP
CENTRAL INDEX KEY: 0001405653
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261702
BUSINESS ADDRESS:
STREET 1: 85 Broad Street
CITY: New York
STATE: NY
ZIP: 10004
MAIL ADDRESS:
STREET 1: 85 Broad Street
CITY: New York
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DOLLAR GENERAL CORP
CENTRAL INDEX KEY: 0000029534
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331]
IRS NUMBER: 610502302
STATE OF INCORPORATION: TN
FISCAL YEAR END: 0201
BUSINESS ADDRESS:
STREET 1: 100 MISSION RIDGE
CITY: GOODLETTSVILLE
STATE: TN
ZIP: 37072
BUSINESS PHONE: 6158554000
MAIL ADDRESS:
STREET 1: 100 MISSION RIDGE
CITY: GOODLETTSVILLE
STATE: TN
ZIP: 37072
FORMER COMPANY:
FORMER CONFORMED NAME: TURNER CAL
DATE OF NAME CHANGE: 19710401
FORMER COMPANY:
FORMER CONFORMED NAME: TURNER J L & SON INC
DATE OF NAME CHANGE: 19710401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
CENTRAL INDEX KEY: 0001472038
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261701
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS DGC ADVISORS, L.L.C.
CENTRAL INDEX KEY: 0001472040
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261700
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS DGC OFFSHORE ADVISORS, INC.
CENTRAL INDEX KEY: 0001472041
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261703
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSUIG, L.L.C.
CENTRAL INDEX KEY: 0001472042
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261699
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
4
1
dg420111212gsg2_ex.xml
X0304
4
2011-12-12
0
0000029534
DOLLAR GENERAL CORP
DG
0001405653
Goldman Sachs DGC Investors LP
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472038
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472040
GS DGC ADVISORS, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472041
GS DGC OFFSHORE ADVISORS, INC.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472042
GSUIG, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
Common Stock
2011-12-12
4
S
0
6059441
37.635
D
40354251
I
See Footnotes
Common Stock
2011-12-12
4
J
0
1065912
37.635
D
39288339
I
See Footnotes
Director Stock Option (right to buy)
22.55
2019-11-18
Common Stock
5549
5549
I
See footnotes
Director Stock Option (right to buy)
33.16
2021-05-25
Common Stock
3194
3194
I
See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS
Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC
Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS
Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with
the GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C.
("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors,
Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC
Advisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's
limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Each Reporting Person
disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates
of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of
the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common
Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement
(the "Underwriting Agreement") and final prospectus supplement, each dated December 6, 2011, Buck Holdings, L.P., as a
selling shareholder, sold 24,194,138 shares of Common Stock of the Company at $37.635 per share, which represents the $39.00
Secondary Offering price per share of Common Stock, less the underwriting discount of $1.365 per share of Common Stock. The
Secondary Offering closed on December 12, 2011. Buck Holdings, L.P. is a limited partnership whose general partner is Buck
Holdings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes the
Investing Entities.
Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option
(the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders.
Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed
simultaneously with the Secondary Offering on December 12, 2011. Buck Holdings, L.P. sold an additional 3,750,000 shares of
Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
In connection with the Common Stock repurchase program authorized by the Company on November 30, 2011, the Company entered
into a share repurchase agreement with Buck Holdings, L.P. on December 4, 2011 (the "Share Repurchase Agreement"). Pursuant
to the Share Repurchase Agreement, the Company repurchased, concurrently with the Secondary Offering, 4,915,637 shares of
Common Stock from Buck Holdings, L.P. (the "Stock Repurchase") at $37.635 per share, which represents the $39.00 Secondary
Offering price per share of Common Stock, less the underwriting discount of $1.365 per share of Common Stock.
GS Group may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones, a managing
director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock
Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"). The restricted stock units
represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of
the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was
November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS
Group.
GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in his
capacity as a director of the Company pursuant to the Plan on May 25, 2011. The restricted stock units represent a
contingent right to receive shares of Common Stock upon vesting. The shares vest in three equal annual installments of 33
1/3% beginning on May 25, 2012. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the
benefit of GS Group.
As of December 12, 2011, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the Stock
Repurchase, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 39,285,776 shares of Common Stock by
reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed
to beneficially own indirectly 39,285,776 shares of Common Stock by reason of the direct beneficial ownership of such shares
by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC.
As of December 12, 2011, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the Stock
Repurchase, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 14,517,769
shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and
its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 12,075,370 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS
Advisors, may be deemed to beneficially own indirectly 3,992,139 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; (continued in footnote 10)
GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 515,961 shares of Common Stock by
reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC
Advisors, may be deemed to beneficially own indirectly 2,191,094 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be
deemed to beneficially own indirectly 4,356,534 shares of Common Stock by reason of the direct beneficial ownership of
Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 1,636,909 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. The
options vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own the
options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan.
Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 3,194 shares of Common Stock on May 25, 2011. The
options vest in four annual installments of 25% beginning on May 25, 2012. GS Group may be deemed to beneficially own the
options to purchase 3,194 shares of Common Stock that were granted to Mr. Jones on May 25, 2011 pursuant to the Plan. Mr.
Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14