M&A - DOLLAR TREE, INC.

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Form Type: DEF 14A

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925044819

Filing Summary: Dollar Tree, Inc. has filed a definitive proxy statement for its annual meeting of shareholders scheduled on June 19, 2025. The document discusses significant leadership changes, including the appointment of Michael C. Creedon Jr. as CEO and new directors joining the Board. A key highlight is the formal review and subsequent divestiture of the Family Dollar business to Brigade Capital Management and Macellum Capital Management, seen as a major step in Dollar Tree's transformation. The proxy outlines various proposals requiring shareholder votes, including the election of directors, an advisory vote on executive compensation, ratification of independent auditors, and approval of the 2025 Employee Stock Purchase Plan. The Company reaffirmed its commitment to enhancing corporate governance practices and maintaining a robust board of directors that is largely independent. The materials will be available online to encourage shareholder participation and voting, which is deemed crucial for maintaining a quorum at the upcoming meeting.

Additional details:

Record Date: 2025-04-17


Virtual Meeting Link: www.virtualshareholdermeeting.com/DLTR2025


Annual Meeting Date: 2025-06-19


Proposal 1: Election of Directors


Proposal 2: Advisory Vote on NEO Compensation


Proposal 3: Ratification of Appointment of Independent Auditors


Proposal 4: Approval of 2025 Employee Stock Purchase Plan


Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925029393

Filing Summary: On March 25, 2025, Dollar Tree, Inc. entered into a Membership Interest Purchase Agreement with 1959 Holdings, LLC to sell all issued and outstanding membership interests of Family Dollar Stores, LLC for a cash purchase price of $1,007,500,000. The agreement is subject to various closing conditions, including regulatory approvals and financial adjustments. The closing date is expected to occur in the second quarter of 2025, but not before June 23, 2025. The agreement includes representations, warranties, and covenants between the parties, with termination rights and a stipulated termination fee payable by the Buyer under certain conditions. Additionally, both parties will enter into transition services agreements at closing.

Additional details:

Membership Interest Purchase Agreement Date: 2025-03-25


Buyer: 1959 Holdings, LLC


Purchase Price: 1007500000


Closing Conditions: Hart-Scott-Rodino Antitrust Improvements Act, absence of injunction, accuracy of representations, compliance with covenants


Closing Date: expected in Q2 2025, not before June 23, 2025


Termination Fee: 55412500


Indemnification Terms: Seller will indemnify Buyer and vice versa for certain breaches and liabilities


Non Solicitation Terms: Two years post-closing for specified employees


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