Dollar General Buyout

Dollar General Corporation (DG)
Kohlberg Kravis Roberts & Co. (KKR)
$7.3B Buyout

Summary

Buyout of discount retailer by KKR

$22.00 per DG share; $7.3B total
DG news - stock chart
DG operates over 8,000 discount stores
in mostly rural areas

Announced 3.12.07

Closed 7.06.07

Developments

Cash tender offer commenced 6.04.07

Board of Directors unanimously confirmed a decision to express a no opinion and remain neutral toward Buck offer

Press release 6.15.07
Form 8-K

Shareholders approve merger 6.21.07

Chairman and CEO expects to resign
Exhibits
Form 8-K

Extension of expiration time for tender offer to July 5 6.26.07

Press release

Advisors

Financial

DG: Lazard / Lehman Brothers
KKR: Goldman Sachs

Legal

DG: Wachtell Lipton
KKR: Simpson Thacher

Merger Agreement Hyperlinked

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Effects of the Merger
1.5 Company Charter and By-laws of the Surviving
Corporation
1.6 Directors
1.7 Officers
1.8 Further Assurances

Article II Conversion of Shares; Exchange of Certificates

2.1 Effect on Capital Stock
2.2 Exchange of Certificates
2.3   Effect of the Merger on Company Stock Options and
       Company Restricted Shares, RSUs and Deferred Equity
       Units

Article III Company Reps

3.1 Qualification, Organization, Subsidiaries, Etc
3.2 Capital Stock
3.3 Subsidiaries
3.4 Corporate Authority Relative to this Agreement; No
Violation
3.5 Reports and Financial Statements
3.6 No Undisclosed Liabilities
3.7 Compliance With Law; Permits
3.8 Environmental Laws and Regulations
3.9 Employee Benefit Plans
3.10 Interested Party Transactions
3.11 Absence of Certain Changes or Events
3.12 Investigations; Litigation
3.13 Proxy Statement; Other Information
3.14 Tax Matters
3.15 Labor Matters
3.16 Intellectual Property
3.17 Property
3.18 Required Vote of the Company Shareholders
3.19 Material Contracts
3.20 Finders or Brokers
3.21 Fairness Opinion
3.22 State Takeover Statutes; Charter Provisions;
Company Rights Agreement

Article IV Parent and Merger Sub Reps

4.1 Qualification; Organization
4.2 Corporate Authority Relative to this Agreement; No
Violation
4.3 Proxy Statement; Other Information
4.4 Financing
4.5 Ownership and Operations of Merger Sub
4.6 Finders or Brokers
4.7 Certain Arrangements
4.8 Investigations; Litigation
4.9 Guarantee
4.10 Solvency
4.11 No Other Information
4.12 Access to Information; Disclaimer

Article V Covenants and Agreements

5.1 Conduct of Business
5.2 No Solicitation
5.3 Filings; Other Actions
5.4 Employee Matters
5.5 Reasonable Best Efforts
5.6 Takeover Statute
5.7 Public Announcements
5.8 Indemnification and Insurance
5.9 Financing
5.10 Access; Confidentiality
5.11 Treatment of Notes
5.12 Notification of Certain Matters
5.13 Rule 16b-3
5.14 Control of Operations
5.15 Certain Transfer Taxes
5.16 Obligations of Merger Sub

Article VI Conditions to the Merger

6.1 Each Party
6.2 Company
6.3 Parent and Merger Sub
6.4 Frustration of Closing Conditions

Article VII Termination

7.1 Termination or Abandonment
7.2 Termination Fees

Article VIII Miscellaneous

8.1 No Survival of Representations and Warranties
8.2 Expenses
8.3 Counterparts; Effectiveness
8.4 Governing Law
8.5 Jurisdiction; Enforcement
8.6 Waiver of Jury Trial
8.7 Notices
8.8 Assignment; Binding Effect
8.9 Severability
8.10 Entire Agreement; No Third-party Beneficiaries
8.11 Amendments; Waivers
8.12 Headings
8.13 Interpretation
8.14 No Recourse
8.15 Certain Definitions

Proxy Solicitation

Shareholder meeting

Meeting scheduled for 6.21.07

Proxy statement filings

Definitive 5.21.07
Preliminary 5.09.07
Preliminary 4.06.07

Deal Protection

No shop covenant

Merger agreement §5.2
Proxy statement disclosure scroll down to page A-24

Break-up fee

$225mm, plus out-of-pocket expenses
Agreement §7.2
Proxy statement disclosure scroll down to page A-40

Regulatory Approvals

HSR Act

Merger agreement §5.5
Proxy statement disclosure scroll down to page A-28

Fairness Opinion

Lazard fairness opinion

Proxy statement disclosure scroll down to page A-17

Tax Matters

Disclosure

Proxy statement disclosure scroll down to page A-14

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