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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Dollar General Corporation
(Name of Issuer)
Common Stock, par value $0.875 per share
(Title of Class of Securities)
256677 105
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 256677 105 |
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Name of Reporting Person
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Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
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1. |
Name of Reporting Person
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
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Number of
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5. |
Sole Voting Power
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9)
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12. |
Type of Reporting Person
(See Instructions)
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* Represents the aggregate number of shares of common stock of Dollar General Corporation held by Buck Holdings, L.P., the parent of Dollar General Corporation See Item 4 of this Statement on Schedule 13G.
CUSIP No. 256677 105 |
STATEMENT ON SCHEDULE 13G
This is Schedule 13G filed with the U.S. Securities and Exchange Commission on February 16, 2010.
Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 1 to this Statement on Schedule 13G (this Schedule 13G), each of the persons listed below under Item 2 (each a Reporting Person, and collectively the Reporting Persons), have agreed to file one statement with respect to their ownership of common stock, par value $0.875 per share (the Shares), of Dollar General Corporation (the Issuer).
Item 1. |
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(a) |
Name of Issuer:
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(b) |
Address of Issuers
Principal Executive Offices:
Goodlettsville, Tennessee 37072 |
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Item 2. |
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(a) |
Name of Persons Filing:
KKR Associates 2006 L.P. KKR 2006 GP LLC KKR Fund Holdings L.P. KKR Fund Holdings GP Limited KKR Group Holdings L.P. KKR Group Limited KKR & Co. L.P. KKR Management LLC Henry R. Kravis George R. Roberts |
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(b) |
Address of Principal
Business Office, or, if none, Residence:
c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 |
CUSIP No. 256677 105 |
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The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P. 2800 Sand Hill Road, Suite 200 Menlo Park, CA 94025 |
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(c) |
Citizenship:
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(d) |
Title of Class of
Securities:
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(e) |
CUSIP Number:
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Item 3. |
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Not applicable. |
Item 4. |
Ownership. |
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(a) |
Amount beneficially owned: Buck Holdings, L.P. directly holds all of the Shares reported herein. Buck Holdings, L.P. holds 299,713,583 Shares, or 88.0%, of the common stock of the Issuer based on 340,588,205 outstanding Shares as of December 1, 2009. Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of each of Kohlberg Kravis Roberts & Co. L.P. and Goldman, Sachs & Co. and other equity investors.
Each of KKR 2006 Fund L.P., KKR PEI Investments, L.P., 8 North America Investor L.P., Buck Co-Invest, LP and KKR Partners III, L.P. (collectively, the KKR Funds) directly holds membership interests in Buck Holdings, LLC and limited partnership interests in Buck Holdings, L.P. The KKR Funds hold the majority of such membership interests and limited partnership interests. KKR 2006 Fund, L.P. holds a majority of the membership interests of Buck Holdings, LLC and the limited partnership interests of Buck Holdings, L.P. that are held by the KKR Funds. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. Messrs. Kravis and Roberts have also been designated as managers of KKR 2006 GP LLC by KKR Fund Holdings L.P. |
CUSIP No. 256677 105 |
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The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.
Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
KKR III GP LLC is the sole general partner of KKR Partners III, L.P. The managers of KKR III GP LLC are Messrs. Kravis and Roberts.
The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.
Each of the Reporting Persons disclaims beneficial ownership of the Shares held by Buck Holdings, L.P. |
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(b) |
Percent of class: See Item 11 of each cover page. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See Item 5 of each cover page. |
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(ii) |
Shared power to vote or to direct the vote See Item 6 of each cover page. |
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(iii) |
Sole power to dispose or to direct the disposition of See Item 7 of each cover page. |
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(iv) |
Shared power to dispose or to direct the disposition of See Item 8 of each cover page. |
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not applicable. |
CUSIP No. 256677 105 |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the partners, members, affiliates or shareholders of the Reporting Persons and any other persons named in Item 4 or Item 8 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
As stated in Item 4 above, Buck Holdings, L.P. holds 299,713,583 Shares, or 88.0%, of the common stock of the Issuer. Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of each of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co., and other equity investors. |
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Item 8. |
Identification and Classification of Members of the Group. |
Not applicable. |
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Item 9. |
Notice of Dissolution of Group. |
Not applicable. |
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Item 10. |
Certifications. |
Not applicable. |
CUSIP No. 256677 105 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated February 16, 2010
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KKR 2006 FUND L.P. |
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By: |
KKR Associates 2006 L.P., its general partner |
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By: |
KKR 2006 GP LLC, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR ASSOCIATES 2006 L.P. |
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By: |
KKR 2006 GP LLC, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR 2006 GP LLC |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR FUND HOLDINGS GP LIMITED |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR GROUP HOLDINGS L.P. |
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By: |
KKR Group Limited, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
CUSIP No. 256677 105 |
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KKR GROUP LIMITED |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR & CO. L.P. |
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By: |
KKR Management LLC, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for Henry R. Kravis, Designated Member |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for George R. Roberts, Designated Member |
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KKR MANAGEMENT LLC |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for Henry R. Kravis, Designated Member |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for George R. Roberts, Designated Member |
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HENRY R. KRAVIS |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact |
CUSIP No. 256677 105 |
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GEORGE R. ROBERTS |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Dollar General Corporation and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 16, 2010.
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KKR 2006 FUND L.P. |
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By: |
KKR Associates 2006 L.P., its general partner |
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By: |
KKR 2006 GP LLC, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR ASSOCIATES 2006 L.P. |
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By: |
KKR 2006 GP LLC, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR 2006 GP LLC |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR FUND HOLDINGS GP LIMITED |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR GROUP HOLDINGS L.P. |
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By: |
KKR Group Limited, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR GROUP LIMITED |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Director |
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KKR & CO. L.P. |
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By: |
KKR Management LLC, its general partner |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for Henry R. Kravis, Designated Member |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for George R. Roberts, Designated Member |
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KKR MANAGEMENT LLC |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for Henry R. Kravis, Designated Member |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact for George R. Roberts, Designated Member |
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HENRY R. KRAVIS |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact |
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GEORGE R. ROBERTS |
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By: |
/s/ William J. Janetschek |
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Name: William J. Janetschek |
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Title: Attorney-in-fact |
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigneds individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the Act), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ Henry R. Kravis |
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Name: Henry R. Kravis |
Date: July 31, 2005
POWER OF ATTORNEY
Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigneds individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the Act), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
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/s/ George R. Roberts |
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Name: George R. Roberts |
Date: July 31, 2005