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Buck Acquisition announces anticipated Dollar General financing plan

Jun '07
Dollar General Corporation was advised by Buck Acquisition Corp a Tennessee corporation ("Buck"), of its anticipated financing plan relating to the merger (the "Merger") of Buck with and into Dollar General pursuant to the previously announced agreement and plan of merger entered into on March 11, 2007. Buck is indirectly controlled by investment funds affiliated with Kohlberg Kravis Roberts & Co L.P. ("KKR").

After completion of the financing transactions, which are scheduled to close at the same time as the Merger, it is expected that the Company would have indebtedness of approximately $5.4 billion outstanding (including amounts undrawn under a revolving credit facility), consisting of:

• New senior secured credit facilities with $2,430 million under a senior secured term loan facility and $1,000 million under a senior secured asset-based revolving credit facility (of which $302 million is anticipated to be drawn on the closing date);

• New unsecured senior indebtedness of $1,350 million, anticipated to consist of $625 million of senior cash-pay notes and $725 million of senior pay-in-kind toggle notes;

• New unsecured senior subordinated indebtedness of $550 million, anticipated to consist of senior subordinated cash-pay notes; and

• Approximately $68 million of certain of Dollar General's existing indebtedness which will be retained following the Merger.

In addition, after completion of the Merger and related financing transactions, it is anticipated that the Company would retain approximately $180 million of cash on its balance sheet and receive an equity contribution of $2,775 million from KKR and other private equity and third party investors.

The financing plan assumes that all of the $200 million outstanding aggregate principal amount of Dollar General's 8 5/8% Notes due 2010 (the "Notes") will be tendered pursuant to the tender offer and related consent solicitation launched by Buck on June 4, 2007.

To the extent that any Notes are not tendered, they will remain outstanding following completion of the Merger.

Dollar General Corporation

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