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Press release from Business Wire

Dollar General Corporation Announces Pricing of $1.3 Billion of Senior Notes

Monday, April 08, 2013

Dollar General Corporation Announces Pricing of $1.3 Billion of Senior Notes

16:14 EDT Monday, April 08, 2013

GOODLETTSVILLE, Tenn. (Business Wire) -- Dollar General Corporation (NYSE:DG) today announced the pricing of an offering of $400.0 million of its 1.875% Senior Notes due 2018 (the “2018 Notes”) and $900.0 million of its 3.25% Senior Notes due 2023 (the “2023 Notes” and together with the 2018 Notes, the “Notes”). The 2018 Notes will pay interest at a rate of 1.875% per annum and mature on April 15, 2018. The 2023 Notes will pay interest at a rate of 3.25% per annum and mature on April 15, 2023. Dollar General will pay interest on the Notes semi-annually on April 15 and October 15 of each year, commencing October 15, 2013. Issuance of the Notes is expected to occur on April 11, 2013, subject to customary closing conditions.

Concurrently with and conditioned upon the issuance of the Notes, the Company expects to enter into new senior unsecured credit facilities consisting of a $1.0 billion five-year term loan facility and an $850 million five-year cash-flow based revolving credit facility which is expected to be undrawn at closing. The offering of the Notes is not conditioned upon completion of the new credit facilities and related refinancing.

The Company will use the net proceeds from the sale of the Notes, together with term loan borrowings under its new senior unsecured credit facilities, to repay all of the outstanding borrowings under the existing senior secured credit facilities, to pay related fees and expenses and for general corporate purposes.

BofA Merrill Lynch, Citigroup, Goldman, Sachs & Co., J.P. Morgan, US Bancorp and Wells Fargo Securities are serving as joint book-running managers for the offering, with Fifth Third Securities, Inc., KKR and Regions Securities LLC acting as senior co-managers and BB&T Capital Markets, HSBC, KeyBanc Capital Markets, Mizuho Securities and PNC Capital Markets LLC acting as co-managers.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Copies of the prospectus and related supplement may be obtained by contacting any of those joint book-running managers whose contact information is listed at the bottom of this announcement.

About Dollar General Corporation

Dollar General Corporation has been delivering value to shoppers for more than 70 years. Dollar General helps shoppers Save time. Save money. Every day!(R) by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, house wares and seasonal items at low everyday prices in convenient neighborhood locations. With 10,506 stores in 40 states as of February 1, 2013, Dollar General has more locations in the U.S. than any other retailer. In addition to high quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Procter & Gamble, Kimberly-Clark, Unilever, Kellogg's, General Mills, Nabisco, Hanes, PepsiCo and Coca-Cola.

Joint Book-Running Managers:

Citigroup Global Markets Inc.
Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (800) 831-9146

Goldman, Sachs & Co.
Prospectus Department
200 West Street
New York, NY 10282
Telephone: (866) 471-2526, facsimile: (212) 902-9316 or by
emailing prospectus-ny@ny.email.gs.com

Merrill Lynch, Pierce, Fenner & Smith Incorporated
222 Broadway
New York, NY 10058
Telephone: (800) 294-1322
dg.prospectus_requests@baml.com

Dollar General Corporation
Investor and Financial Media Contacts:
Mary Winn Gordon, 615-855-5536
or
Emma Jo Kauffman, 615-855-5525

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