Investor
Contact:
Media
Contact:
Emma
Jo
Kauffman
Tawn
Earnest
(615)
855-5525
(615)
855-5209
CASH
TENDER OFFER AND
RELATED
CONSENT SOLICITATION COMMENCED
FOR
OUTSTANDING DOLLAR GENERAL NOTES
GOODLETTSVILLE,
Tenn. - June 4, 2007 - Dollar General Corporation (NYSE: DG) (the “Company” or
“Dollar General”) announced today that Buck Acquisition Corp., a Tennessee
corporation (“Buck”), which is indirectly controlled by investment funds
affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), has commenced a
cash tender offer (and related consent solicitation described below) to purchase
any and all of the $200 million outstanding aggregate principal amount of
Dollar
General’s 8
5
/
8
%
Notes
due 2010 (the “Notes”) (the “Tender Offer”). The Tender Offer is being conducted
in connection with the anticipated merger (the “Merger”) of Buck with and into
Dollar General.
In
conjunction with the Tender Offer, Buck is soliciting consents to effect
certain
proposed amendments to the indenture governing the Notes. The Tender Offer
and
consent solicitation for the Notes are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement (the “Offer to Purchase”) dated June
4, 2007, which more fully sets forth the terms and conditions of the Tender
Offer.
The
total
consideration to be paid for each $1,000 principal amount of Notes will be
a
price, calculated as described in the Offer to Purchase, equal to (i) the
sum of (a) the present value on the payment date, determined in accordance
with standard market practice, on the scheduled initial settlement date of
$1,000 payable on the maturity date for the Notes plus (b) the present
value on the payment date of the interest that accrues and is payable from
the
last interest payment date prior to the scheduled initial settlement date
until
the maturity date for the Notes, in each case determined on the basis of
a yield
to such maturity date equal to the sum of (A) the yield to maturity on the
3.625% U.S. Treasury Notes due June 15, 2010, based on the bid-side price
of
such reference security as of 11:00 a.m., New York City time, on the second
business day immediately preceding the tender offer expiration date, as reported
by Bloomberg on page “PX5”, plus (B) 50 basis points (such price being rounded
to the nearest cent), minus (ii) accrued and unpaid interest to, but not
including, the scheduled initial settlement date (the “Total Consideration”).
Holders whose Notes are accepted for payment will also be paid accrued and
unpaid interest up to, but not including the applicable settlement date for
Notes purchased in the Tender Offer.
The
Total
Consideration includes a consent payment of $30.00 per $1,000 principal amount
of Notes (the “Consent Payment”). Holders who validly tender Notes (and validly
deliver corresponding consents)
that are
not validly withdrawn and/or revoked prior to
5:00
p.m., New York City time on June 15, 2007 (unless such date is extended)
(the
“Consent Payment Deadline”) will receive the Total Consideration, which includes
the Consent Payment. The Tender Offer will expire at midnight, New York City
time, on Friday, June 29, 2007 (unless such date is extended) (the “Expiration
Date”). Holders who validly tender Notes (and validly deliver corresponding
consents)
that are
not validly withdrawn and/or revoked after the
Consent
Tender
Offer Commenced for Outstanding Dollar General Notes
June
4,
2007
Page
2
Payment
Deadline but on or before the Expiration Date will not receive the Consent
Payment but will receive the Tender Offer Consideration, which is the Total
Consideration less the Consent Payment.
Among
other things, the proposed amendments to the indenture governing the Notes
would
eliminate most of the restrictive covenants contained in the indenture and
would
amend certain other provisions contained in the indenture. Adoption of the
proposed amendments requires the consent of the holders of at least a majority
of the aggregate principal amount of the Notes outstanding. Holders who tender
their Notes are required to consent to the proposed amendments and holders
may
not tender their Notes without also delivering consents or deliver consents
without also tendering their Notes. Tendered Notes may be withdrawn and consents
may be revoked at any time prior to the Consent Payment Deadline (unless
such
date is extended), but not thereafter.
The
Tender Offer is conditioned upon, among other things, the receipt of the
requisite consents to adopt the proposed amendments, the satisfaction by
Buck of
all conditions precedent to the Merger and the receipt by Buck of the proceeds
from certain financing transactions to be entered into in connection with
the
Merger.
Goldman,
Sachs & Co. is acting as the dealer manager and solicitation agent for the
Tender Offer. The information agent for the Tender Offer is D.F. King & Co.,
Inc. Questions regarding the Tender Offer may be directed to Goldman, Sachs
& Co. at (212) 902-9077 (collect) or (800) 828-3182 (toll-free).
Requests for documentation may be directed to D.F. King & Co., Inc. at
(212) 269-5550 (for banks and brokers only) or (800) 488-8095 (for all
others toll-free).
This
release is for informational purposes only and is not an offer to purchase,
a
solicitation of an offer to purchase, or a solicitation of consents with
respect
to the Notes, nor is this release an offer or solicitation of an offer to
sell
any securities. The Tender Offer is made solely by means of the Offer to
Purchase.
About
Dollar General
Dollar
General is a Fortune 500® discount retailer with over 8,000 stores. Dollar
General stores offer convenience and value to customers by offering consumable
basic items that are frequently used and replenished, such as food, snacks,
health and beauty aids and cleaning supplies, as well as a selection of basic
apparel, housewares and seasonal items at everyday low prices. The Company
store
support center is located in Goodlettsville, Tennessee. Dollar General's
Web
site can be reached at www.dollargeneral.com.
Important
Additional Information About Dollar General’s Announced Merger With
Buck
In
connection with the proposed Merger, Dollar General has filed a definitive
proxy
statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors
and security holders may obtain a free copy of the proxy statement and other
documents filed by Dollar General at the SEC Web site at www.sec.gov or at
the
Company’s website at
www.dollargeneral.com
.
The
proxy statement and other documents also may be obtained for free from Dollar
General by directing such request to Dollar General Corporation, Investor
Relations, 100 Mission Ridge, Goodlettsville, Tennessee, 37072,
Tender
Offer Commenced for Outstanding Dollar General Notes
June
4,
2007
Page
3
telephone
(615) 855-5528, or by submitting a request on the Company’s Web site at
www.dollargeneral.com
,
under
“Investing-Information Requests.”
Dollar
General and its directors, executive officers and other members of its
management and employees may be deemed participants in the solicitation of
proxies from its shareholders in connection with the proposed Merger.
Information concerning the interests of Dollar General’s participants in the
solicitation, which may be different than those of Dollar General shareholders
generally, is set forth in Dollar General’s proxy statements and Annual Reports
on Form 10-K, previously filed with the SEC, and also are set forth in the
definitive proxy statement relating to the Merger.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
information provided herein may include “forward-looking statements.” You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. These statements generally contain words such
as
“may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “should,” “would”, “estimate,” “continue,” “contemplate” or “pursue,”
or the negative or other variations thereof or comparable terminology. These
forward-looking statements are based on current expectations and projections
about future events and actual events could differ materially from those
projected. You are cautioned that forward-looking statements are not guarantees
of future performance or results and involve risks, assumptions and
uncertainties
that
cannot be predicted or quantified. These risks, assumptions and uncertainties
include, but are not limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
the outcome of any legal proceedings that have been or may be instituted
against
Dollar General and others relating to the proposed Merger; the inability
to
complete the Merger due to the failure to obtain shareholder approval or
the
failure to satisfy other conditions to the completion of the merger, including
the failure to obtain the necessary debt financing arrangements set forth
in
commitment letters received in connection with the merger; risks that the
proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the Merger; the ability
to
recognize the benefits of the Merger; the amount of the costs, fees, expenses
and charges related to the Merger and the actual terms of certain financings
that will be obtained for the Merger; the impact of the substantial indebtedness
incurred to finance the consummation of the Merger; and other risks, assumptions
and uncertainties detailed from time to time in Dollar General’s SEC reports,
including Dollar General’s most recent Annual Report on Form 10-K. Many of the
factors that will determine the outcome of the subject matter of this press
release are beyond Dollar General’s ability to control or predict. There can be
no assurance that the transaction described above will be consummated.
Forward-looking statements made herein speak only as of the date hereof,
and
Dollar General assumes no obligation to update such statements.
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