Dollar Tree Announces Pricing of $1.2 Billion in Senior Notes

Dollar Tree, Inc. (NASDAQ: DLTR) (the “Company”) today announced that it has priced a public offering (the “Offering”) of $1.2 billion of its senior notes, consisting of $800 million aggregate principal amount of its 2.650% Senior Notes due 2031 (the “2031 Notes”) and $400 million aggregate principal amount of its 3.375% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Notes”). The 2031 Notes and the 2051 Notes will bear interest at a rate of 2.650% and 3.375% per annum, respectively.

The Company expects to use the proceeds of the Offering to redeem its outstanding 3.700% Senior Notes due 2023 (the “Existing Notes”), with any remaining amounts to be used for general corporate purposes, which may include repurchases of the Company’s common stock. The Offering is expected to close on December 1, 2021, subject to customary closing conditions.

BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as joint book-running managers for the Offering.

The Notes are being offered pursuant to a shelf registration statement (including a base prospectus) that has been filed with the U.S. Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement relating to the Offering was filed with the SEC on November 29, 2021. The final prospectus supplement relating to, and describing the terms of, the Offering will be filed with the SEC and will be available on the SEC website at www.sec.gov.

Copies of the prospectus supplement and accompanying base prospectus relating to the Offering may be obtained from: BofA Securities, Inc., 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attn: Prospectus Department, Toll-free: 1-800-294-1322, Email: [e-mail] or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: [phone].

Formal Notice of Redemption and Other Information

A conditional notice of redemption setting forth the redemption procedures for the Existing Notes has been provided to holders of the Existing Notes through the Depository Trust Company. Copies of the notice of redemption and additional information relating to the procedures for redemption may be obtained from the trustee for the Existing Notes, U.S. Bank National Association, 1-800-934-6802. This press release does not constitute a redemption notice for the Company’s 3.700% Senior Notes due 2023. This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.