As previously reported, in fiscal 2024 we initiated a formal review of strategic alternatives for the Family Dollar business. On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to Brigade Capital Management, LP and Macellum Capital Management, LLC, subject to regulatory review and other closing conditions. The pending sale of the Family Dollar business is subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations. We have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory and financial services fees related to the sale. The majority of these expenses are payable by us regardless of whether the sale is consummated. Accordingly, if the pending sale of the Family Dollar business is delayed or is not completed on the terms set forth in the definitive purchase agreement or at all, our business, results of operations, financial condition, cash flows and/or stock price could be adversely affected.
In addition, the pendency and anticipated completion of the sale of the Family Dollar business may impose challenges on our business, including the diversion of management’s attention from ongoing business concerns; impacts on our resources, systems, procedures and controls; attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with suppliers and other business counterparties; potential negative reactions from the financial markets and other unanticipated adverse impacts; any of which could adversely affect our business and financial condition.