Dollar General Corp. might have a new headache on its hands.
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The dollar store said that TRC Capital Investment Corp. commenced an unsolicited “mini-tender” offer to purchase up to 1.5 million shares of the company’s common stock, at an offer price of $82.20 per share. The Sept. 23 offer is for less than 1 percent of the total outstanding common stock and the offer is 4.4 percent lower than the closing price of the shares on Sept. 20.
Dollar General said it does not endorse TRC’s unsolicited offer, and recommends that shareholders do not tender their shares.
Mini-tender offers seek to acquire less than five percent of a company’s outstanding stock. That’s so the company doing the acquiring can fly under the radar because it can avoid disclosure and procedural requirements of the Securities and Exchange Commission (SEC).
The reason behind a mini-tender isn’t always clear. It can be an easy way for an investor to acquire shares in bulk at a below-market price. But mini-tenders, because they skirt regulatory disclosures, are often viewed with suspicion. Some believe that it can be one way for a company to try to effect a hostile takeover or push for some say in effecting change at the targeted firm.
And the SEC warns that unsuspecting shareholders who tender shares are generally unable to withdraw the shares tendered. To TRC’s credit, it does allow for the withdrawal of tendered shares if done before the offer’s expiration—set for 11:59 p.m., N.Y.C. time, on Oct. 23, 2024, provided certain procedures are followed.
TRC targeted Nike Inc. with a unsolidicated mini-tender offer in April 2016, which the apparel giant had recommended that its shareholders reject. More recently, TRC has also targeted The Estée Lauder Cos. Inc. The beauty company on Sept. 16 also said the offer was unsolicited and recommended that shareholders do not tender their shares.
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TRC, which describes itself as a private investment corporation, is fairly active on the mini-tender front. Each year it targets different companies to be on the receiving end of its offers. Other mini-tenders it has made in 2024 include TD Bank and Johnson & Johnson.
Dollar General was targeted by activist Domini Impact Investments last year, who sought to push for an independent audit over worker safety. Domini’s shareholder proposal for the independent audit was approved by shareholders at the 2023 Annual Shareholders’ Meeting.
The U.S. Department of Labor’s (DOL) Occupational Safety and Health Administration ( OSHA) in late 2022 cited worker and consumer safety issues at a number of the dollar chain’s 18,000 stores. The Springfield, Ky., company has been fined more than $15 million since 2017 for workplace safety violations, and its stores have been inspected more than 180 times. Inspectors last year assessed nearly $9 million in proposed penalties. This past July, Dollar General reached a wide-ranging settlement with the DOL that included a payment of a $12 million penalty.
Dollar General isn’t the only retailer cited for OSHA violations. Last year, a T.J.Maxx store in Pooler, Ga., and Amazon warehouses in three locations were cited for OSHA violations. And its fellow dollar store competitor Dollar Tree has also been cited for its own safety violations.
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