ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration No. 333-261307
DOLLAR TREE, INC.
PRICING TERM SHEET
November 29, 2021
$800,000,000 2.650% Senior Notes due 2031
$400,000,000 3.375% Senior Notes due 2051
This pricing term sheet is qualified in its entirety by reference to the preliminary prospectus supplement dated November 29, 2021 (the “Preliminary Prospectus Supplement”), supplementing the base prospectus dated November 23, 2021 (the “Base Prospectus”) included in the registration statement (File No. 333-261307) filed with the Securities and Exchange Commission (the “SEC”). The information in this pricing term sheet supplements the 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.
Terms Applicable to Both Series of Notes
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| Issuer: | Dollar Tree, Inc. | |
| Form of Offering: | SEC Registered | |
| Current Rating (Moody’s / S&P)*: | Baa2 / BBB | |
Proceeds, Before Expenses: | $1,188,688,000 | |
| Trade Date: | November 29, 2021 | |
| Settlement Date: | December 1, 2021 (T+2) | |
| Use of Proceeds: | We expect to use the net proceeds from this offering to redeem our Existing 2023 Senior Notes, with any remaining amounts to be used for general corporate purposes, which may include repurchases of the Company’s common stock. | |
Terms Applicable to Each Series of Notes
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| Title of Securities: | 2.650% Senior Notes due 2031 | 3.375% Senior Notes due 2051 | ||||
| Final Maturity Date: | December 1, 2031 | December 1, 2051 | ||||
| Principal Amount: | $800,000,000 | $400,000,000 | ||||
| Benchmark Treasury: | 1.375% due November 15, 2031 | 2.000% due August 15, 2051 | ||||
| Benchmark Treasury Price and Yield: | 98-18; 1.531% | 102-22+; 1.881% | ||||
| Spread to Benchmark Treasury: | +115 basis points | +150 basis points | ||||
| Yield to Maturity: | 2.681% | 3.381% | ||||
| Price to Public: | 99.730%, plus accrued interest, if any, from December 1, 2021 | 99.887%, plus accrued interest, if any, from December 1, 2021 | ||||
| Coupon: | 2.650% | 3.375% | ||||
| Interest Payment Dates: | June 1 and December 1, commencing June 1, 2022 | |||||
| Record Dates: | May 15 and November 15 | |||||
| Optional Redemption: | T+20 basis points (prior to September 1, 2031); on and after September 1, 2031 at 100%, plus accrued and unpaid interest to, but excluding, the redemption date | T+25 basis points (prior to June 1, 2051); on and after June 1, 2051 at 100%, plus accrued and unpaid interest to, but excluding, the redemption date | ||||
| CUSIP/ISIN Numbers: | CUSIP: 256746 AJ7 ISIN: US256746AJ71 | CUSIP: 256746 AK4 ISIN: US256746AK45 | ||||
| Joint Book-Running Managers: | BofA Securities, Inc. J.P. Morgan Securities LLC Fifth Third Securities, Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc.
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| Senior Co-Managers: | PNC Capital Markets LLC Regions Securities LLC Truist Securities, Inc. Wells Fargo Securities, LLC
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| Co-Managers: | Citizens Capital Markets, Inc. HSBC Securities (USA) Inc. Huntington Securities, Inc. TD Securities (USA) LLC
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*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 preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary 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 or J.P. Morgan Securities LLC at (212) 834-4533.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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