M&A - DOLLAR TREE, INC.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000093570325000037

Filing Summary: On July 7, 2025, Dollar Tree, Inc. announced the completion of the sale of its Family Dollar business. This transaction has been highlighted in a press release attached to the Form 8-K as Exhibit 99.1. The filing indicates that the information is being furnished to the Securities and Exchange Commission but is not deemed filed for liability purposes under the Securities Exchange Act of 1934. The report includes the necessary signatures and complies with the relevant securities regulations.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000093570325000038

Filing Summary: On July 5, 2025, Dollar Tree, Inc. completed the sale of all membership interests of Family Dollar Stores, LLC to 1959 Holdings, LLC for an aggregate base purchase price of $1,007.5 million in cash. This transaction is subject to adjustments related to working capital and net indebtedness. The estimated net proceeds from the transaction total approximately $800 million, composed of $665 million paid at closing and an additional $135 million from cash monetization prior to the closing. The Company has outlined the pro forma effects on its financial statements, indicating a significant decrease in total assets and liabilities due to the sale, alongside impacts on shareholders' equity and earnings per share. The adjustments also reflect revenues and expenses related to ongoing services provided under a Transition Services Agreement with the Buyer. The financial narrative emphasizes that the pro forma information is illustrative and not indicative of future results.

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.

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.