Dollar General Corporation
DOLLAR GENERAL CORP (Form: S-3ASR, Received: 03/25/2013 11:42:28)

Table of Contents

As filed with the Securities and Exchange Commission on March 25, 2013

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



DOLLAR GENERAL CORPORATION*
(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction of incorporation or organization)
  61-0502302
(I.R.S. Employer or Identification No.)

100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-4000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Susan S. Lanigan, Esq.
Executive Vice President and General Counsel
100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)



With copies to:

Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

 

Robert J. DelPriore, Esq.
Baker, Donelson, Bearman,
Caldwell & Berkowitz, PC
First Tennessee Building
165 Madison Avenue
Memphis, Tennessee 38103
(901) 577-8228



Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

             If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

             If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ý

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

             If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

             If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ý

             If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer  ý   Accelerated filer  o   Non-accelerated filer  o
(Do not check if
smaller reporting company)
  Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)(2)

  Proposed Maximum
Offering Price Per
Unit(1)(2)

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee(3)

 

Common Stock, par value $0.875 per share

               
 

Preferred Stock

               
 

Debt Securities(4)

               
 

Guarantees of Debt Securities(5)

               
 

Depositary Shares(6)

               
 

Stock Purchase Contracts

               
 

Warrants(7)

               
 

Units(8)

               
 

Total

               

 

(1)
Omitted pursuant to General Instructions II.E of Form S-3. An indeterminate amount of common stock, preferred stock, depositary shares, debt securities, guarantees of debt securities, warrants, stock purchase contracts and units (the foregoing, collectively and individually, the "Securities") are being registered as may from time to time be issued at indeterminate prices (including any common stock, preferred stock or debt securities that may be issued upon conversion of, or in exchange for, common stock, debt securities or preferred stock registered hereunder or upon exercise of warrants registered hereunder, as the case may be).

(2)
Includes such indeterminate amounts of Securities as may be issued upon exercise, conversion or exchange of, or pursuant to anti-dilution adjustments with respect to, any Securities that provide for that issuance or adjustment. Also includes such indeterminate amount as may be issued in units. Separate consideration may or may not be received for any of these Securities.

(3)
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee. Registration fees will be paid subsequently on a "pay as you go" basis.

(4)
The debt securities may be issued at an original issue discount. The debt securities may be issued without guarantees or may be guaranteed by one or more of the registrants named below under "Table of Additional Registrants."

(5)
The debt securities may be issued without guarantees or may be guaranteed by one or more of the registrants named below under "Table of Additional Registrants." No separate consideration will be received for such guarantees. Pursuant to Rule 457(h) under the Securities Act, no registration fee is required with respect to such guarantees.

(6)
Each depositary share will be issued under a depositary agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(7)
The warrants covered by this registration statement may be debt warrants, preferred stock warrants or common stock warrants.

(8)
Each unit will consist of one or more warrants, debt securities, stock purchase contracts, shares of common or preferred stock, depositary shares or any combination of such securities.

*
The co-registrants listed on the next page are also included in this Form S-3 Registration Statement as additional registrants.

   


Table of Contents


TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as
Specified in its Charter (or Other
Organizational Document)
  State or Other
Jurisdiction of
Incorporation
or Organization
  I.R.S.
Employer
Identification
Number
  Address, Including Zip Code, of
Registrant's Principal Executive
Offices
  Telephone
Number,
Including Area
Code, of
Registrant's
Principal
Executive
Offices
 

DC Financial, LLC

  Tennessee     N/A   100 Mission Ridge,
Goodlettsville, TN 37072
    615-855-4000  

DG eCommerce, LLC

 

Tennessee

   
27-2199273
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Logistics, LLC

 

Tennessee

   
62-1805098
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Louisiana, LLC

 

Tennessee

   
46-1808675
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Promotions, Inc. 

 

Tennessee

   
62-1792083
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Retail, LLC

 

Tennessee

   
36-4577242
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Strategic I, LLC

 

Tennessee

   
26-4507991
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Strategic II, LLC

 

Tennessee

   
26-4508076
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Strategic VI, LLC

 

Tennessee

   
27-2199673
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Strategic VII, LLC

 

Tennessee

   
27-2199597
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Strategic VIII, LLC

 

Tennessee

   
27-2199514
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

DG Transportation, Inc. 

 

Tennessee

   
37-1517488
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dolgen I, Inc. 

 

Tennessee

   
26-4508189
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dolgen II, Inc. 

 

Tennessee

   
26-4508236
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dolgen III, Inc. 

 

Tennessee

   
26-4508282
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dolgen California, LLC

 

Tennessee

   
27-2199414
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dolgen Midwest, LLC

 

Tennessee

   
26-4508134
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dolgencorp of New York, Inc. 

 

Kentucky

   
62-1829863
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Table of Contents

Exact Name of Registrant as
Specified in its Charter (or Other
Organizational Document)
  State or Other
Jurisdiction of
Incorporation
or Organization
  I.R.S.
Employer
Identification
Number
  Address, Including Zip Code, of
Registrant's Principal Executive
Offices
  Telephone
Number,
Including Area
Code, of
Registrant's
Principal
Executive
Offices
 

Dolgencorp of Texas, Inc. 

 

Kentucky

    61-1193136  

100 Mission Ridge,
Goodlettsville, TN 37072

    615-855-4000  

Dolgencorp, LLC

 

Kentucky

   
61-0852764
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Dollar General Partners

 

Kentucky

   
61-1193137
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Retail Property Investments, LLC

 

Delaware

   
27-3334742
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Retail Risk Solutions, LLC

 

Tennessee

   
26-1644044
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

South Boston FF&E, LLC

 

Delaware

   
26-0411224
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

South Boston Holdings, Inc. 

 

Delaware

   
20-5220571
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Sun-Dollar, L.P. 

 

California

   
95-4629930
 

100 Mission Ridge,
Goodlettsville, TN 37072

   
615-855-4000
 

Susan S. Lanigan, Esq.
Executive Vice President and General Counsel
100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-4000
Name, address, including zip code, and telephone number, including area code,
of agent for service of each co-registrant
)

With copies to:

Joseph H. Kaufman, Esq.

 

Robert J. DelPriore, Esq.
Simpson Thacher & Bartlett LLP   Baker, Donelson, Bearman,
425 Lexington Avenue   Caldwell & Berkowitz, PC
New York, New York 10017-3954   First Tennessee Building
(212) 455-2000   165 Madison Avenue
    Memphis, Tennessee 38103
    (901) 577-8228

Table of Contents

PROSPECTUS

GRAPHIC

Common Stock
Preferred Stock
Debt Securities
Guarantees of Debt Securities
Depositary Shares
Warrants
Stock Purchase Contracts
Units

         We may offer and sell from time to time, in one or more series:

    common stock;

    preferred stock;

    debt securities;

    depositary shares representing fractional interests in preferred stock;

    warrants to purchase debt securities, preferred stock, depositary shares or common stock;

    stock purchase contracts, and

    units, comprised of two or more of any of the securities referred above, in any combination.

         Certain of our direct and indirect subsidiaries may guarantee our debt securities.

         We will determine when we sell securities, which may be sold on a continuous or delayed basis directly, to or through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and we and any agents, dealers and underwriters reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts payable to them. Our net proceeds from the sale of the securities also will be set forth in the applicable prospectus supplement. We also may provide investors with a free writing prospectus that includes this information. In addition, certain selling securityholders may offer and sell our securities from time to time, together or separately, in amounts, at prices and on terms that will be determined at the time of any such offering.

         Each time that we or any selling securityholders sell securities using this prospectus, we or any selling securityholders will provide a prospectus supplement and attach it to this prospectus and may also provide you with a free writing prospectus. The prospectus supplement or free writing prospectus will contain more specific information about the offering and the securities being offered, including the names of any selling securityholders, if applicable, the prices and our net proceeds from the sales of those securities. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement describing the method and terms of the offering.

         You should carefully read this prospectus and any applicable prospectus supplement and free writing prospectus, together with any documents we incorporate by reference, before you invest in our securities.



         Our common stock is listed on the New York Stock Exchange under the symbol "DG". If we decide to list or seek a quotation for any other securities, the prospectus supplement relating to those securities will disclose the exchange or market on which those securities will be listed or quoted.

          Investing in our securities involves risks. You should carefully consider the risk factors referred to on page 2 of this prospectus, in any applicable prospectus supplement and in the documents incorporated or deemed incorporated by reference in this prospectus before investing in our securities.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



   

The date of this prospectus is March 25, 2013.


TABLE OF CONTENTS

 
  Page

About This Prospectus

  1

Risk Factors

  2

Special Note Regarding Forward-Looking Statements

  2

Dollar General Corporation

  4

Ratio of Earnings to Fixed Charges, Combined Fixed Charges and Preferred Stock Dividends

  5

Use of Proceeds

  5

Description of Capital Stock

  6

Description of Debt Securities and Guarantees

  12

Description of Depositary Shares

  29

Description of Warrants

  34

Description of Stock Purchase Contracts

  36

Description of Units

  37

Selling Securityholders

  38

Plan of Distribution

  39

Legal Matters

  42

Experts

  42

Incorporation by Reference

  42

Where You Can Find More Information

  43

Table of Contents


ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf registration process, we and/or certain selling securityholders, if applicable, may, from time to time, offer and/or sell securities in one or more offerings or resales. This prospectus provides you with a general description of the securities that we and/or certain selling securityholders may offer. Each time we sell securities using this prospectus, we will provide a prospectus supplement and attach it to this prospectus and may also provide you with a free writing prospectus. The prospectus supplement and any free writing prospectus will contain more specific information about the offering, including the names of any selling securityholders, if applicable. The prospectus supplement may also add, update, change or clarify information contained in or incorporated by reference into this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement.

        The rules of the SEC allow us to incorporate by reference information into this prospectus. This means that important information is contained in other documents that are considered to be a part of this prospectus. Additionally, information that we file later with the SEC will automatically update and supersede this information. You should carefully read both this prospectus and the applicable prospectus supplement together with the additional information that is incorporated or deemed incorporated by reference in this prospectus. See "Incorporation by Reference" before making an investment in our securities. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. The registration statement, including the exhibits and documents incorporated or deemed incorporated by reference in this prospectus can be read on the SEC website or at the SEC offices mentioned under the heading "Where You Can Find More Information."

         THIS PROSPECTUS MAY NOT BE USED TO SELL ANY SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

         Neither the delivery of this prospectus or any applicable prospectus supplement nor any sale made using this prospectus or any applicable prospectus supplement implies that there has been no change in our affairs or that the information in this prospectus or in any applicable prospectus supplement is correct as of any date after their respective dates. You should not assume that the information included in or incorporated by reference in this prospectus or any applicable prospectus supplement or any free writing prospectus prepared by us, is accurate as of any date other than the date(s) on the front covers of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

        You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized anyone to give you different information, and if you are given any information that is not contained or incorporated by reference in this prospectus or a prospectus supplement, you must not rely on that information. We and any selling securityholders are not making an offer to sell securities in any jurisdiction where the offer or sale of such securities is not permitted.



        In this prospectus, unless otherwise indicated, "Dollar General" "we," "us," "our" and similar terms refer to Dollar General Corporation and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires. Our fiscal year ends on the Friday closest to January 31. In this prospectus, we refer to each fiscal year by reference to the calendar year to which such fiscal year primarily relates. For example, the fiscal year ended February 1, 2013 is referred to as "2012" or "fiscal 2012".

1


Table of Contents


RISK FACTORS

        Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed below under "Special Note Regarding Forward-Looking Statements," you should carefully read and consider the risks and uncertainties and the risk factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended February 1, 2013, which is incorporated by reference in this prospectus, and under the caption "Risk Factors" or any similar caption in the other documents and reports that we file with the SEC after the date of this prospectus that are incorporated or deemed to be incorporated by reference in this prospectus as well as any risks described in any applicable prospectus supplement or free writing prospectus that we provide you in connection with an offering of securities pursuant to this prospectus. Additionally, the risks and uncertainties discussed in this prospectus or in any document incorporated by reference into this prospectus are not the only risks and uncertainties that we face, and our business, financial condition, liquidity and results of operations and the market price of any securities we may sell could be materially adversely affected by additional factors that apply to all companies generally, as well as other risks that are not known to us or that we currently do not consider to be material.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus (including any prospectus supplement and the information incorporated or deemed to be incorporated by reference in this prospectus) and any free writing prospectus that we may provide to you in connection with an offering of our securities described in this prospectus may contain "forward-looking statements" for purposes of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. You can identify these statements because they are not limited to historical fact or they use words such as "may," "will," "should," "could," "believe," "anticipate," "project," "plan," "schedule," "on track," "expect," "estimate," "objective," "forecast," "goal," "potential," "opportunity," "focus," "intend," "committed," "continue," "will likely result" or "will continue" and similar expressions that concern our strategy, plans, intentions or beliefs about future occurrences or results. For example, statements relating to estimated and projected expenditures, cash flows, results of operations, financial condition and liquidity; plans and objectives for future operations, growth or initiatives; plans to refinance our existing indebtedness; and the expected outcome or effect of pending or threatened litigation or audits are forward-looking statements.

        Forward-looking statements are subject to risks and uncertainties (including, without limitation, those described below under "Risk Factors") that may change at any time, so our actual results may differ materially from those that we expected. We derive many of these statements from our operating budgets and forecasts, which are based on many detailed assumptions that we believe are reasonable. However, it is very difficult to predict the effect of known factors, and we cannot anticipate all factors that could affect our actual results. Important factors that could cause actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. Important factors that could cause actual results to differ materially from the expectations expressed or implied by such forward-looking statements, include, but are not limited to:

2


Table of Contents

3


Table of Contents

        All forward-looking statements are qualified in their entirety by these and other cautionary statements that we make from time to time in our other SEC filings and public communications. Please keep this cautionary note in mind as you read this prospectus, the documents incorporated and deemed to be incorporated by reference herein and any prospectus supplement and free writing prospectus that we may provide to you in connection with this offering.

        We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included or incorporated by reference in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which they were made, except as otherwise required by law. As a result of these risks and uncertainties, we caution you not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us.


DOLLAR GENERAL CORPORATION

        We are the largest discount retailer in the United States by number of stores, with 10,557 stores located in 40 states as of March 1, 2013, primarily in the southern, southwestern, midwestern and eastern United States. Our business model is relatively simple: providing a broad base of customers with their basic everyday and household needs, supplemented with a variety of general merchandise items, at everyday low prices (typically $10 or less) in conveniently located, small-box (approximately 7,300 square feet) stores.

        We offer a broad selection of merchandise, including consumable products such as basic packaged and refrigerated food and dairy products, cleaning supplies, paper products, and health and beauty care items, as well as greeting cards, party supplies, apparel, housewares, domestics, hardware and automotive supplies, among others. Our merchandise includes high quality national brands from leading manufacturers, as well as comparable quality private brand selections with prices at substantial discounts to national brands. Our everyday low prices are highly competitive with even the largest discount retailers. We continually evaluate the needs and demands of our customers and modify our merchandise selections and pricing accordingly. In addition, we are committed to eliminating costs that do not impact our customers' shopping experience and increasing our utilization of technology to improve sales and operating performance and eliminate costs.

        J.L. Turner founded our Company in 1939 as J.L. Turner and Son, Wholesale. We were incorporated as a Kentucky corporation under the name J.L. Turner & Son, Inc. in 1955, when we opened our first Dollar General store. We changed our name to Dollar General Corporation in 1968 and reincorporated in 1998 as a Tennessee corporation. Our common stock was publicly traded from 1968 until July 2007, when we merged with an entity controlled by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"). In November 2009 our common stock again became publicly traded.

        Our principal executive office is located at 100 Mission Ridge, Goodlettsville, TN 37072. Our phone number is (615) 855-4000 and our website address is www.dollargeneral com . The information contained in our website is not a part of this prospectus.

4


Table of Contents


RATIO OF EARNINGS TO FIXED CHARGES, COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

        The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

 
  Fiscal Year Ended  
 
  January 30,
2009
  January 29,
2010
  January 28,
2011
  February 3,
2012
  February 1,
2013
 

Ratios of earnings to fixed charges(1)(2)

    1.4x     2.1x     3.1x     3.8x     4.7x  

(1)
For purposes of computing the ratio of earnings to fixed charges, (a) earnings consist of income (loss) before income taxes, plus fixed charges less capitalized expenses related to indebtedness (amortization expense for capitalized interest is not significant) and (b) fixed charges consist of interest expense (whether expensed or capitalized), the amortization of debt issuance costs and discounts related to indebtedness, and the interest portion of rent expense.

(2)
Since there was no preferred stock outstanding during the periods presented, the ratio of earnings to combined fixed charges and preferred stock dividends does not differ from the ratio of earnings to fixed charges presented above.


USE OF PROCEEDS

        In the case of a sale of securities by us, the use of proceeds will be specified in the applicable prospectus supplement. In the case of a sale of securities by any selling securityholders, we will not receive any of the proceeds from such sale.

5


Table of Contents


DESCRIPTION OF CAPITAL STOCK

Overview

        As of the date of this prospectus, our capital structure consists of:

        The following summary of the material provisions of our capital stock, is not complete and may not contain all of the information that you should consider. The description is subject to and qualified in its entirety by the provisions of our amended and restated charter and bylaws, each of which is incorporated by reference into this prospectus, and by applicable provisions of Tennessee law.

Description of Common Stock

        Holders of common stock are entitled to one vote per share on all matters submitted for action by the shareholders. The holders of common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of more than 50% of the shares of common stock can, if they choose to do so, elect all the directors. In such event, the holders of the remaining shares of common stock will not be able to elect any directors.

        Holders of common stock are entitled to receive dividends ratably if, as and when dividends are declared from time to time by our board of directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Our current credit facilities do, and future credit facilities may, impose restrictions on our ability to declare dividends on our common stock.

        Upon our liquidation, dissolution or winding up, any business combination or a sale or disposition of all or substantially all of our assets, the holders of common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and accumulated and unpaid dividends and liquidation preferences on outstanding preferred stock, if any.

        Holders of common stock have no preemptive or conversion rights and, absent an individual agreement with us, are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to our common stock.

        Our common stock is listed on the New York Stock Exchange under the symbol "DG."

Description of Preferred Stock

        Unless required by law or by any stock exchange on which our common stock may be listed, the authorized shares of preferred stock will be available for issuance without further action by our shareholders. Our amended and restated charter authorizes our board of directors to issue preferred stock in one or more series and to fix the designations, powers, preferences, limitations and relative

6


Table of Contents

rights of any series of preferred stock that we choose to issue, including dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences and the number of shares constituting each such series.

        Prior to the issuance of a new series of preferred stock, we will amend our amended and restated charter, designating the stock and terms of that series and file a copy of the charter amendment with the SEC. We also will describe the terms of the preferred stock in the prospectus supplement for such offering. To the extent required, this description will include:

        Unless the applicable prospectus supplement provides otherwise, the preferred stock offered by this prospectus, when issued, will not have, or be subject to, any preemptive or similar rights.

7


Table of Contents

Authorized but Unissued Capital Stock

        Tennessee law generally does not require shareholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange, which will apply as long as our common stock is listed on the New York Stock Exchange, require shareholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

        One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the shareholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Removal of Directors; Vacancies

        Our amended and restated charter and bylaws provide that, unless otherwise provided in an applicable shareholders' agreement, any director may be removed from office but only for cause and only by (a) the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote in the election of directors, or (b) the affirmative vote of a majority of our entire board of directors then in office.

Calling of Special Meetings of Shareholders

        Our amended and restated bylaws provide that special meetings of our shareholders may be called only by or at the direction of the board of directors, the chairman of our board of directors or the chief executive officer, and not by our shareholders.

Advance Notice Requirements for Shareholder Proposals and Director Nominations

        Our amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual or special meeting of shareholders must provide timely notice of their proposal in writing to the secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices and within the following time periods:

8


Table of Contents

        In no event shall any adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period for the giving of a shareholder's notice as described above.

Supermajority Provisions

        Tennessee law provides generally that, unless the amended and restated charter requires a greater percentage, in order to amend our charter or our bylaws, the votes cast for the amendment must exceed the votes cast against the amendment at a meeting of our shareholders at which a quorum is present and such an amendment was a proper item of business at that meeting.

        Our amended and restated charter provides that the following provisions in the amended and restated charter and bylaws may be amended only by a vote of 80% or more of all of the outstanding shares of our capital stock then entitled to vote:

        Our amended and restated bylaws provide that our shareholders may amend our bylaws only by a vote of 80% or more of all of the outstanding shares of our capital stock then entitled to vote.

        In addition, subject to the foregoing, our amended and restated bylaws grant our board of directors the authority to amend and repeal our bylaws without a shareholder vote.

Shareholders' Agreement

        In connection with our November 2009 initial public offering, we entered into a shareholders' agreement (the "Shareholders' Agreement") with KKR and certain affiliates of Goldman, Sachs & Co. (the "GS Investors"). The Shareholders' Agreement provides that KKR has the right to designate up to (i) 20% of the total number of directors comprising our board at such time, so long as Parent beneficially owns more than 20%, but less than or equal to 30%, of the then outstanding shares of our common stock and (ii) 10% of the total number of directors, so long as Parent beneficially owns at least 5% of the outstanding shares of our common stock. Any fractional amount that results from determining the percentage of the total number of directors will be rounded up to the nearest whole number (for example, if the applicable percentage would result in 2.1 directors, KKR will have the right to designate 3 directors). In addition, in the event that KKR only has the right to designate one director, it also has the right to designate one person to serve as a non-voting observer to the board. The GS Investors have the right to designate (i) one director so long as they beneficially own at least 5% of the then outstanding shares of our common stock and (ii) one person to serve as a non-voting observer to our board.

Tennessee Anti-Takeover Statutes

        Under the Tennessee Business Combination Act and subject to certain exceptions, corporations subject to the Tennessee Business Combination Act may not engage in any "business combination" with an "interested shareholder" for a period of five years after the date on which the person became an interested shareholder unless the "business combination" or the transaction which resulted in the shareholder becoming an "interested shareholder" is approved by the corporation's board of directors prior to the date the "interested shareholder" attained that status.

        "Business combinations" for this purpose generally include:

9


Table of Contents

        Subject to certain exceptions, an "interested shareholder" generally is a person who, together with his or her affiliates and associates, owns, or within five years did own, 10% or more of our outstanding voting stock.

        After the five-year moratorium, a corporation subject to the foregoing may complete a business combination if the transaction complies with all applicable charter and bylaw requirements and applicable Tennessee law and:

        We have elected to not be subject to the Tennessee Business Combination Act. We can give no assurance that we will or will not elect, through a charter or bylaw amendment, to be governed by the Tennessee Business Combination Act in the future.

        We also have not elected to be governed by the Tennessee Control Share Acquisition Act which prohibits certain shareholders from exercising in excess of 20% of the voting power in a corporation acquired in a "control share acquisition" unless such voting rights have been previously approved by the disinterested shareholders. We can give no assurance that we will or will not elect, through a charter or bylaw amendment, to be governed by the Tennessee Control Share Acquisition Act in the future.

        The Tennessee Greenmail Act prohibits us from purchasing or agreeing to purchase any of our securities, at a price in excess of fair market value, from a holder of 3% or more of our securities who has beneficially owned such securities for less than two years, unless the purchase has been approved by a majority of the outstanding shares of each class of our voting stock or we make an offer of at least equal value per share to all holders of shares of such class. The Tennessee Greenmail Act may make a change of control more difficult.

        The Tennessee Investor Protection Act applies to tender offers directed at corporations, such as Dollar General, that have "substantial assets" in Tennessee and that are either incorporated in or have a principal office in Tennessee. Pursuant to the Investor Protection Act, an offeror making a tender

10


Table of Contents

offer for an offeree company who beneficially owns 5% or more of any class of equity securities of the offeree company, any of which was purchased within one year prior to the proposed tender offer, is required to file a registration statement with the Commissioner of Commerce and Insurance. When the offeror intends to gain control of the offeree company, the registration statement must indicate any plans the offeror has for the offeree. The Commissioner may require additional information concerning the takeover offer and may call for hearings. The Investor Protection Act does not apply to an offer that the offeree company's board of directors recommends to shareholders.

        In addition to requiring the offeror to file a registration statement with the Commissioner, the Investor Protection Act requires the offeror and the offeree company to deliver to the Commissioner all solicitation materials used in connection with the tender offer. The Investor Protection Act prohibits fraudulent, deceptive, or manipulative acts or practices by either side and gives the Commissioner standing to apply for equitable relief to the Chancery Court of Davidson County, Tennessee, or to any other chancery court having jurisdiction whenever it appears to the Commissioner that the offeror, the offeree company or any of its respective affiliates has engaged in or is about to engage in a violation of the Investor Protection Act. Upon proper showing, the chancery court may grant injunctive relief. The Investor Protection Act further provides civil and criminal penalties for violations.

Transfer Agent and Registrar

        Wells Fargo Shareowner Services is the transfer agent and registrar for our common stock. The transfer agent and registrar for any series of preferred stock will be set forth in an applicable prospectus supplement.

11


Table of Contents


DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

        The following summary of the terms of our debt securities describes general terms that apply to the debt securities. The particular terms of any debt securities will be described more specifically in the prospectus supplement relating to such debt securities. Unless otherwise specified in the applicable prospectus supplement, the debt securities will be issued under an indenture, dated July 12, 2012 (the "Indenture"), between us and U.S. Bank National Association, as trustee (such trustee or any successor trustee, the "Trustee"). The Indenture has been filed as an exhibit to the registration statement of which this prospectus is part. The terms of the debt securities will include those stated in the Indenture (including any supplemental indentures that specify the terms of a particular series of debt securities) as well as those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the Indenture. The Indenture will be subject to and governed by the terms of the Trust Indenture Act of 1939.

        We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations and may be issued in one or more series. The debt securities of any series may have the benefit of guarantees, which we refer to as a guarantee, by one or more of our subsidiaries, which we refer to as a guarantor. The guarantees will be the senior, senior subordinated or subordinated obligations and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations of the respective guarantors. Unless otherwise expressly stated or the context otherwise requires, as used in this section, the term "guaranteed debt securities" means any debt securities that, as described in the prospectus supplement relating thereto, are guaranteed by one or more guarantors pursuant to the Indenture.

        Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our general, unsecured obligations and will rank equally with all of our other unsecured indebtedness.

        You should read the particular terms of the debt securities, which will be described in more detail in the applicable prospectus supplement. Copies of the Indenture may be obtained from us or the Trustee.

General

        We may issue the debt securities in one or more series, with the same or various maturities, at par or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. Please read the applicable prospectus supplement relating to the series of debt securities being offered for specific terms including, when applicable:

12


Table of Contents

13


Table of Contents

        As used in this prospectus and any prospectus supplement relating to the offering of debt securities of any series, references to the principal of and premium, if any, and interest, if any, on the debt securities of the series include the payment of Additional Amounts, if any, required by the debt securities of the series to be paid in that context.

        Debt securities may be issued as original issue discount securities to be sold at a substantial discount below their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement. Certain U.S. federal income tax considerations applicable to original issue discount securities will be described in the applicable prospectus supplement.

        If the purchase price of any debt securities is payable in a foreign currency or if the principal of, or premium, if any, or interest, if any, on any debt securities is payable in a foreign currency, the specific terms of those debt securities and the applicable foreign currency will be specified in the prospectus supplement relating to those debt securities.

        The terms of the debt securities of any series may differ from the terms of the debt securities of any other series, and the terms of particular debt securities within any series may differ from each other. Unless otherwise expressly provided in the prospectus supplement relating to any series of debt securities, we may, without the consent of the holders of the debt securities of any series, reopen an existing series of debt securities and issue additional debt securities of that series.

14


Table of Contents

        Unless otherwise described in a prospectus supplement relating to any series of debt securities and except to the limited extent set forth below under "—Merger, Consolidation and Transfer of Assets," there will be no limitation upon our ability to incur indebtedness or other liabilities or that would afford holders of debt securities protection in the event of a business combination, takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we may in the future enter into transactions that could increase the amount of our consolidated indebtedness and other liabilities or otherwise adversely affect our capital structure or credit rating without the consent of the holders of the debt securities of any series.

Registration, Transfer and Payment

        Unless otherwise indicated in the applicable prospectus supplement, each series of debt securities will be issued in registered form only, without coupons.

        Unless otherwise indicated in the applicable prospectus supplement, debt securities will be issued in denominations of $2,000 or any integral multiples of $1,000 in excess thereof.

        Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be payable and may be surrendered for registration of transfer or exchange and, if applicable, for conversion into or exchange for other securities or property, at an office or agency maintained by us in the United States of America. However, we may, at our option, make payments of interest on any registered debt security by check mailed to the address of the person entitled to receive that payment or by wire transfer to an account maintained by the payee with a bank located in the United States. Unless otherwise indicated in the applicable prospectus supplement, no service charge shall be made for any registration of transfer or exchange, redemption or repayment of debt securities, or for any conversion or exchange of debt securities for other securities or property, but we may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with that transaction.

        Unless otherwise indicated in the applicable prospectus supplement, we will not be required to:

Guarantees

        Any series of our debt securities may be guaranteed by one or more of our domestic subsidiaries. However, the Indenture will not require that any of our subsidiaries be a guarantor of any series of debt securities and will permit us to designate other guarantors for any series of guaranteed debt securities in addition to or instead of any of the domestic subsidiaries. As a result, the guarantors of any series of our guaranteed debt securities may differ from the guarantors of any other series of our guaranteed debt securities. If we issue a series of guaranteed debt securities, the specific guarantors of the debt securities of that series will be identified in the applicable prospectus supplement.

        If we issue a series of guaranteed debt securities, a description of some of the terms of guarantees of those debt securities will be set forth in the applicable prospectus supplement, which we will file with the SEC. Unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, each guarantor of the debt securities of such series will unconditionally guarantee the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, and any

15


Table of Contents

other amounts payable with respect to, each debt security of such series and the due and punctual performance of all of our other obligations under the Indenture with respect to the debt securities of such series, all in accordance with the terms of such debt securities and the Indenture.

        Notwithstanding the foregoing, unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, the applicable supplemental indenture will contain provisions to the effect that the obligations of each guarantor under its guarantees and the Indenture shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such guarantor, result in the obligations of such guarantor under such guarantees and the Indenture not constituting a fraudulent conveyance or fraudulent transfer under applicable law. However, there can be no assurance that, notwithstanding such limitation, a court would not determine that a guarantee constituted a fraudulent conveyance or fraudulent transfer under applicable law. If that were to occur, the court could void the applicable guarantor's obligations under that guarantee, subordinate that guarantee to other debt and other liabilities of that guarantor or take other action detrimental to holders of the debt securities of the applicable series, including directing the holders to return any payments received from the applicable guarantor.

        The applicable prospectus supplement relating to any series of guaranteed debt securities will specify other terms of the applicable guarantees, which may include provisions that allow a guarantor to be released from its obligations under its guarantee under specified circumstances or that provide for one or more guarantees to be secured by specified collateral.

        Unless otherwise expressly stated in the applicable prospectus supplement, each guarantee of a senior debt security will be the senior and unsecured obligation of the applicable guarantor and will rank on parity in right of payment with all other unsecured and senior indebtedness and guarantees of such guarantor. Unless otherwise expressly stated in the applicable prospectus supplement, each guarantee of a senior subordinated security will be the senior subordinated and unsecured obligation of the applicable guarantor and will rank junior in right of payment with all other unsecured and senior indebtedness and guarantees of such guarantor, on parity in right of payment with all other unsecured and senior subordinated indebtedness and guarantees of such guarantor and junior in right of payment with all other unsecured and subordinated indebtedness and guarantees of such guarantor. Unless otherwise expressly stated in the applicable prospectus supplement, each guarantee of a subordinated debt security will be the subordinated and unsecured obligation of the applicable guarantor and will rank junior in right of payment with all other unsecured and senior and senior subordinated indebtedness and guarantees of such guarantor and on parity in right of payment with all other unsecured and subordinated indebtedness and guarantees of such guarantor.

        Each guarantee (other than a secured guarantee) will be effectively subordinated to all existing and future secured indebtedness and secured guarantees of the applicable guarantor to the extent of the value of the collateral securing that indebtedness and those guarantees. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any guarantor that has provided an unsecured guarantee of any debt securities, the holders of that guarantor's secured indebtedness and secured guarantees will be entitled to proceed directly against the collateral that secures that secured indebtedness or those secured guarantees, as the case may be, and such collateral will not be available for satisfaction of any amount owed by such guarantor under its unsecured indebtedness and unsecured guarantees, including its unsecured guarantees of any debt securities, until that secured debt and those secured guarantees are satisfied in full. Unless otherwise provided in the applicable prospectus supplement, the Indenture will not limit the ability of any guarantor to incur secured indebtedness or issue secured guarantees.

        Unless otherwise expressly stated in the applicable prospectus supplement, each secured guarantee will be an unsubordinated obligation of the applicable guarantor and will rank on parity in right of payment with all other unsecured and unsubordinated indebtedness and guarantees of such guarantor,

16


Table of Contents

except that such secured guarantee will effectively rank senior to such guarantor's unsecured and unsubordinated indebtedness and guarantees in respect of claims against the collateral securing that secured guarantee.

Book-entry Debt Securities

        The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities. Global debt securities will be deposited with, or on behalf of, a depositary which, unless otherwise specified in the applicable prospectus supplement relating to the series, will be DTC. Global debt securities may be issued in either registered or bearer form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for individual certificates evidencing debt securities, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

        We anticipate that global debt securities will be deposited with, or on behalf of, DTC and that global debt securities will be registered in the name of DTC's nominee, Cede & Co. All interests in global debt securities deposited with, or on behalf of, DTC will be subject to the operations and procedures of DTC and, in the case of any interests in global debt securities held through Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), the operations and procedures of Euroclear or Clearstream, Luxembourg, as the case may be. We also anticipate that the following provisions will apply to the depository arrangements with respect to global debt securities. Additional or differing terms of the depository arrangements may be described in the applicable prospectus supplement.

        DTC has advised us that it is:

        DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, including transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, which eliminates the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Access to the DTC system is also available to others, sometimes referred to in this prospectus as indirect participants, that clear transactions through or maintain a custodial relationship with a direct participant either directly or indirectly. Indirect participants include securities brokers and dealers, banks and trust companies. The rules applicable to DTC and its participants are on file with the SEC.

        Purchases of debt securities within the DTC system must be made by or through direct participants, which will receive a credit for the debt securities on DTC's records. The ownership interest of the actual purchaser or beneficial owner of a debt security is, in turn, recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased the debt securities. Transfers of ownership interests in debt securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners.

17


Table of Contents

Beneficial owners will not receive certificates representing their ownership interests in the debt securities, except under the limited circumstances described below.

        To facilitate subsequent transfers, all debt securities deposited by participants with DTC will be registered in the name of DTC's nominee, Cede & Co. The deposit of debt securities with DTC and their registration in the name of Cede & Co. will not change the beneficial ownership of the debt securities. DTC has no knowledge of the actual beneficial owners of the debt securities. DTC's records reflect only the identity of the direct participants to whose accounts the debt securities are credited. Those participants may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time. Redemption notices shall be sent to DTC or its nominee. If less than all of the debt securities of a series are being redeemed, DTC will reduce the amount of the interest of each direct participant in the debt securities under its procedures.

        In any case where a vote may be required with respect to the debt securities of any series, neither DTC nor Cede & Co. will give consents for or vote the global debt securities. Under its usual procedures, DTC will mail an omnibus proxy to us after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the debt securities are credited on the record date identified in a listing attached to the omnibus proxy. Principal and premium, if any, and interest, if any, on the global debt securities will be paid to Cede & Co., as nominee of DTC. DTC's practice is to credit direct participants' accounts on the relevant payment date unless DTC has reason to believe that it will not receive payments on the payment date. Payments by direct and indirect participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in "street name." Those payments will be the responsibility of DTC's direct and indirect participants and not of DTC, us, any guarantor, the Trustee or any underwriters or agents involved in the offering or sale of any debt securities. Payment of principal, premium, if any, and interest, if any, to DTC is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

        Except under the limited circumstances described below, beneficial owners of interests in a global debt security will not be entitled to have debt securities registered in their names and will not receive physical delivery of debt securities. Accordingly, each beneficial owner must rely on the procedures of DTC to exercise any rights under the debt securities and the Indenture.

        The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer or pledge beneficial interests in global debt securities.

        DTC is under no obligation to provide its services as depositary for the debt securities of any series and may discontinue providing its services at any time. None of us, any guarantor or the Trustee or any underwriters or agents involved in the offering or sale of any debt securities will have any responsibility for the performance by DTC or its participants or indirect participants under the rules and procedures governing DTC. As noted above, beneficial owners of interests in global debt securities generally will not receive certificates representing their ownership interests in the debt securities. However, if:

18


Table of Contents

        we will prepare and deliver certificates for the debt securities of that series in exchange for beneficial interests in the global debt securities of that series. Any beneficial interest in a global debt security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for debt securities in definitive certificated form registered in the names and in the authorized denominations that the depositary shall direct. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global debt securities.

        Clearstream, Luxembourg and Euroclear hold interests on behalf of their participating organizations through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on the books of their respective depositaries, which hold those interests in customers' securities accounts in the depositaries' names on the books of DTC. At the present time, Citibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear (the "U.S. Depositaries").

        Clearstream, Luxembourg holds securities for its participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.

        Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg banks. Clearstream Participants are financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, and may include any underwriters or agents involved in the offering or sale of any debt securities or their respective affiliates. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream Participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear as the operator of the Euroclear System (the "Euroclear Operator") in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.

        Distributions with respect to global debt securities held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream, Luxembourg. Euroclear holds securities and book-entry interests in securities for participating organizations ("Euroclear Participants") and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services. Euroclear Participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other organizations, and may include any underwriters or agents involved in the offering or sale of any debt securities or their respective affiliates. Non-participants in Euroclear may hold and transfer beneficial interests in a global debt security through accounts with a participant in the Euroclear System or any other securities intermediary that holds a book-entry interest in a global debt security through one or more securities intermediaries standing between such other securities intermediary and Euroclear.

19


Table of Contents

        Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

        Distributions on interests in global debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

        Transfers between Euroclear Participants and Clearstream Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Cross-market transfers between direct participants in DTC, on the one hand, and Euroclear Participants or Clearstream Participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the applicable rules and procedures and within the established deadlines (European time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving interests in global debt securities in DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement applicable to DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to their respective U.S. Depositaries.

        Due to time zone differences, the securities accounts of a Euroclear Participant or Clearstream Participant purchasing an interest in a global debt security from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global debt security by or through a Euroclear Participant or Clearstream Participant to a direct participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC's settlement date.

        Euroclear and Clearstream, Luxembourg are under no obligation to perform or to continue to perform the foregoing procedures and such procedures may be discontinued at any time without notice. None of us, any guarantor, the Trustee or any underwriters or agents involved in the offering or sale of any debt securities will have any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants of their respective obligations under the rules and procedures governing their operations.

        The information in this section concerning DTC, Euroclear and Clearstream, Luxembourg and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of that information.

20


Table of Contents

Redemption and Repurchase

        The debt securities of any series may be redeemable at our option, or may be subject to mandatory redemption by us, as required by a sinking fund or otherwise. In addition, the debt securities of any series may be subject to repurchase or repayment by us, at the option of the holders. The applicable prospectus supplement will describe the terms, the times and the prices regarding any optional or mandatory redemption by us or any repurchase or repayment at the option of the holders of any series of debt securities.

Conversion and Exchange

        The terms, if any, on which debt securities of any series are convertible into or exchangeable for our common shares or any other securities or property will be set forth in the applicable prospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holders or at our option. Unless otherwise expressly stated in the applicable prospectus supplement, references in this prospectus and any prospectus supplement to the conversion or exchange of debt securities of any series for our common shares or other securities or property shall be deemed not to refer to or include any exchange of any debt securities of a series for other debt securities of the same series.

Merger, Consolidation and Transfer of Assets

        Unless otherwise specified in the applicable prospectus supplement, the Indenture provides that we will not, directly or indirectly, in any transaction or series of related transactions, consolidate with or merge with another person (whether or not we are the surviving corporation), or sell, assign, transfer, lease or convey or otherwise dispose of all or substantially all of the property and assets of us and our subsidiaries taken as a whole, to another person unless:

        In the case of any such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition in which we are not the continuing entity and upon execution and delivery by the successor person of the supplemental indenture described above, such successor person shall succeed to, and be substituted for us and may exercise every right and power of us under the Indenture with the same effect as if such successor person had been named as us therein, and we shall be automatically released and discharged from all obligations and covenants under the Indenture and the debt securities issued under that indenture.

21


Table of Contents

Events of Default

        Unless otherwise specified in the applicable prospectus supplement, any of the following events will be events of default with respect to the debt securities of any series:

        No event of default with respect to any particular series of debt securities necessarily constitutes an event of default with respect to any other series of debt securities.

        The Indenture provides that holders of not less than a majority in aggregate of principal amount of the then outstanding debt securities of any series may waive an existing default or event of default with respect to the debt securities of such series, except a default in payment of principal of, or premium, if any, or interest, if any, or Additional Amounts, if any, or sinking fund payments, if any. As used in this paragraph, the term "default" means any event which is, or after notice or lapse of time or both would become, an event of default with respect to the debt securities of any series.

        The Indenture provides that if an event of default (other than an event of default specified in clause (4) or clause (5) of the third preceding paragraph) occurs and is continuing with respect to any series of debt securities, either the Trustee or the holders of at least 25% in principal amount of the debt securities of that series then outstanding may declare the principal of, or if debt securities of that series are original issue discount securities, such lesser amount as may be specified in the terms of that series of debt securities, and accrued and unpaid interest, if any, on all the debt securities of that series to be due and payable immediately. The Indenture also provides that if an event of default specified in clause (4) or clause (5) of the third preceding paragraph occurs with respect to any series of debt securities, then the principal of, or if debt securities of that series are original issue discount securities, such lesser amount as may be specified in the terms of that series of debt securities, and accrued and unpaid interest, if any, on all the debt securities of that series will automatically become and be immediately due and payable without any declaration or other action on the part of the Trustee or any holder of the debt securities of that series. However, upon specified conditions, the holders of a majority in principal amount of the debt securities of a series then outstanding may rescind and annul an acceleration of the debt securities of that series and its consequences.

        Subject to the provisions of the Trust Indenture Act of 1939 requiring the Trustee, during the continuance of an event of default under the Indenture, to act with the requisite standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of debt securities of any series unless those holders have offered the Trustee indemnity reasonably satisfactory to the Trustee against the costs, fees and expenses and liabilities which might be incurred in compliance with such request or direction. Subject to the

22


Table of Contents

foregoing, holders of a majority in principal amount of the outstanding debt securities of any series issued under the Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee under the Indenture with respect to that series. The Indenture requires our annual filing with the Trustee of a certificate which states whether or not we are in default under the terms of the Indenture.

        No holder of any debt securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless:

        Notwithstanding any other provision of the Indenture, the holder of a debt security will have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on that debt security on the respective due dates for those payments and, in the case of any debt security which is convertible into or exchangeable for other securities or property, to convert or exchange, as the case may be, that debt security in accordance with its terms, and to institute suit for the enforcement of those payments and any right to effect such conversion or exchange, and this right shall not be impaired without the consent of the holder.

Modification, Waivers and Meetings

        From time to time, we, any guarantors party to the Indenture and the Trustee, with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series issued under the Indenture and affected by a modification or amendment, may modify, amend, supplement or waive compliance with any of the provisions of the Indenture or of the debt securities of the applicable series or the rights of the holders of the debt securities of that series under the Indenture. However, unless otherwise specified in the applicable prospectus supplement, no such modification, amendment, supplement or waiver may, among other things:

23


Table of Contents

without in each case obtaining the consent of the holder of each outstanding debt security issued under the Indenture affected by the modification or amendment.

        From time to time, we, any guarantors party to the Indenture and the Trustee, without the consent of the holders of any debt securities issued under the Indenture, may modify, amend, supplement or waive compliance with any provisions of the Indenture, among other things:

24


Table of Contents

        The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive our compliance with the provisions described above under "—Merger, Consolidation and Transfer of Assets" and certain other provisions of the Indenture and, if specified in the prospectus supplement relating to such series of debt securities, any additional covenants applicable to the debt securities of such series. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of all holders of debt securities of that series, waive any past default under the Indenture with respect to debt securities of that series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest, if any, on debt securities of that series or, in the case of any debt securities which are convertible into or exchangeable for other securities or property, a default in any such conversion or exchange, or a default in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each outstanding debt security of the affected series.

Discharge, Defeasance and Covenant Defeasance

        Unless otherwise provided in the applicable prospectus supplement, upon our direction, the Indenture shall cease to be of further effect with respect to any series of debt securities issued under the Indenture specified by us, subject to the survival of specified provisions of the Indenture (including the obligation to pay Additional Amounts to the extent described below and the obligation, if applicable, to exchange or convert debt securities of that series into other securities or property in accordance with their terms) when

25


Table of Contents

        Unless otherwise provided in the applicable prospectus supplement, we may elect with respect to any series of debt securities and at any time, to have our obligations and the obligations of the guarantors of such debt securities, if any, discharged with respect to the outstanding debt securities of such series ("Legal Defeasance"). Legal Defeasance means that we and the guarantors of such debt securities, if applicable, shall be deemed to have paid and discharged the entire indebtedness represented by the debt securities of such series, and the Indenture shall cease to be of further effect as to all outstanding debt securities of such series, except as to:

        In addition, we may, at our option and at any time, elect to have our obligations and the obligations of any guarantor of such debt securities, if applicable, released with respect to substantially all of the covenants under the Indenture, except as described otherwise in the Indenture ("Covenant Defeasance"), and thereafter any omission to comply with such obligations shall not constitute a default or event of default with respect to the debt securities of such series. In the event Covenant Defeasance occurs, certain events of default (not including certain bankruptcy events) will no longer constitute an event of default with respect to the debt securities of such series. Covenant Defeasance will not be effective until such bankruptcy events no longer apply. We may exercise our Legal Defeasance option regardless of whether we have previously exercised Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

26


Table of Contents

        If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the debt securities of such series when due, then our obligations and the obligations of our subsidiaries, if applicable, under the Indenture will be revived and no such defeasance will be deemed to have occurred.

27


Table of Contents

Governing Law

        The Indenture and the debt securities (including any Guarantees endorsed on the debt securities, if any) will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustee

        We will identify the trustee (if other than the Trustee) with respect to any series of debt securities in the prospectus supplement relating to the applicable debt securities. The Trust Indenture Act of 1939 limits the rights of a trustee, if the trustee becomes a creditor of ours to obtain payment of claims or to realize on property received by it in respect of those claims, as security or otherwise. Any trustee is permitted to engage in other transactions with us and our subsidiaries from time to time. However, if a trustee acquires any conflicting interest it must eliminate the conflict upon the occurrence of an event of default under the Indenture or resign as trustee.

        The holders of a majority in principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee.

        If an event of default occurs and is continuing, the Trustee will be required to use the degree of care and skill of a prudent man in the conduct of his own affairs. The Trustee will become obligated to exercise any of its powers under the Indenture at the request of any of the holders of debt securities only after those holders have offered the Trustee indemnity satisfactory to it.

28


Table of Contents


DESCRIPTION OF DEPOSITARY SHARES

        We summarize below some of the provisions that will apply to depositary shares unless the applicable prospectus supplement provides otherwise. This summary does not contain all of the information that may be important to you. The complete terms of the depositary shares will be set forth in the depositary agreement and depositary receipt for the applicable depositary shares. The forms of depositary agreement and related depositary receipt that will be entered into with respect to a particular offering of depositary shares will be filed as an exhibit to the registration statement of which this prospectus is a part or a document that is incorporated or deemed to be incorporated by reference in this prospectus. The particular terms of any depositary shares and the related depositary receipts and deposit agreement will be described in the applicable prospectus supplement. You should read the depositary agreement and the depositary receipt. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

General

        We may offer fractional shares of preferred stock of any class or series, rather than full preferred shares. If we do, we will deposit preferred stock of such class or series with a bank, trust company or other financial institution as depositary, with respect to such deposit agreement (the "Depositary") and cause such Depositary to issue depositary receipts evidencing the related depositary shares, each of which will represent a fractional interest (to be set forth in the applicable prospectus supplement) of a share of such class or series, as the case may be, of preferred stock.

        The preferred stock represented by depositary shares will be deposited under a separate depositary agreement between us and the applicable Depositary, which shall have an office in the United States and which has, or whose parent entity has, a combined capital and surplus (calculated on a consolidated basis) of at least $50,000,000. Subject to the terms of the depositary agreement, each holder of a depositary receipt issued under that depositary agreement will be entitled, in proportion to the applicable fraction of a preferred share represented by the related depositary share, to all the rights and preferences of the preferred stock represented thereby (including, if applicable and subject to the matters discussed below, any distribution, voting, redemption, conversion, exchange and liquidation rights).

        The applicable prospectus supplement relating to the depositary shares offered thereby will set forth their specific terms, including, when applicable:

        Depositary receipts may be surrendered for transfer or exchange at any office or agency of the relevant Depositary maintained for that purpose, subject to the terms of the related depositary agreement. Unless otherwise specified in the applicable prospectus supplement, depositary receipts will be issued in denominations evidencing any whole number of depositary shares. No service charge will be made for any permitted transfer or exchange of depositary receipts, but we or the Depositary may require payment of any tax or other governmental charge payable in connection therewith.

        Pending the preparation of definitive depositary receipts, the Depositary may, upon our written order, execute and deliver temporary depositary receipts which are substantially similar to, and entitle the holders thereof to all the rights pertaining to, the definitive depositary receipts. Depositary receipts

29


Table of Contents

will be prepared thereafter and, when definitive depositary receipts are available, temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

        If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Depositary will distribute all cash distributions received in respect of the deposited preferred shares to the record holders, as of the relevant record date, of depositary receipts relating to such preferred shares in proportion, insofar as possible, to the numbers of such depositary shares owned by such holders on such record date. The Depositary will distribute only such amount, however, as can be distributed without distributing to any holder of depositary receipts a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum, if any, received by the Depositary for distribution to record holders of those depositary receipts.

        In the event of a distribution in property other than in cash, the Depositary will distribute property received by it to the record holders, as of the relevant record date, of depositary receipts entitled thereto in proportion, insofar as possible, to the number of depositary shares owned by such holders on such record date. If, however, the Depositary determines that it is not feasible to make such distribution, it may, with our approval, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (public or private) of such property and the distribution of the net proceeds from such sale to such holders.

        The deposit agreement may also contain provisions relating to the manner in which any subscription or similar rights offering offered by us to holders of the related class or series of preferred shares will be made available to holders of depositary receipts.

        The amount distributed in any of the foregoing cases will be reduced by any amount required to be withheld by us or the Depositary on account of taxes.

Redemption and Repurchase of Preferred Stock

        If we redeem a class or series of preferred stock represented by depositary shares, the Depositary will redeem the depositary shares from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of such class or series of preferred shares held by the Depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price and of any other amounts or property per share payable upon such redemption with respect to the preferred stock so redeemed. Whenever we redeem preferred shares held by the Depositary, the Depositary will redeem as of the same date the number of depositary shares representing the preferred shares so redeemed, provided that we have paid in full to the Depositary the redemption price of the preferred shares to be redeemed plus any other amounts or property payable upon such redemption with respect to the shares to be so redeemed. If fewer than all the depositary shares are to be redeemed at our option, the depositary shares to be redeemed will be selected by the Depositary by lot or pro rata or by any other equitable method as may be determined by the Depositary. If the depositary shares evidenced by a depositary receipt are to be redeemed in part only, a new depositary receipt will be issued for any depositary shares not so redeemed.

        After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the related depositary receipts with respect to the depositary shares so called for redemption will cease, except the right to receive any monies or other property payable upon redemption upon surrender of such depositary receipts to the Depositary.

        Depositary shares, as such, are not subject to repurchase by us at the option of the holders. Nevertheless, if the preferred stock represented by depositary shares is subject to repurchase at the

30


Table of Contents

option of the holders, then, on the terms and subject to the conditions applicable to such preferred stock, the related depositary receipts may be surrendered by the holders thereof to the Depositary with written instructions to the Depositary to instruct us to repurchase the preferred stock represented by the depositary shares evidenced by such depositary receipts at the applicable repurchase price. Upon receipt of such instructions and subject to our having funds legally available therefor, we will repurchase the requisite whole number of shares of such preferred stock from the Depositary, who in turn will repurchase such depositary receipts. Notwithstanding the foregoing, holders shall only be entitled to request the repurchase of depositary shares representing one or more whole shares of the related preferred stock. The repurchase price per depositary share will be equal to the repurchase price and any other amounts or property payable per share upon such redemption with respect to the preferred shares multiplied by the fraction of a preferred share represented by one depositary share. If the depositary shares evidenced by a depositary receipt are to be repurchased in part only, one or more new depositary receipts will be issued for any depositary shares not to be repurchased.

Withdrawal of Preferred Shares

        Except as may be otherwise provided in the applicable prospectus supplement, any holder of depositary receipts, upon surrender of the depositary receipts at the applicable office or agency of the Depositary (unless the related depositary shares have previously been called for redemption), subject to the terms of the depositary agreement, may demand delivery of the number of whole shares of the related class or series of preferred stock and any money or other property represented by such depositary receipts. Partial shares of preferred stock will not be issued. Holders shall only be entitled to request the withdrawal of one or more whole shares of the related preferred stock and must surrender depositary receipts evidencing depositary shares that in turn represent such whole shares of preferred stock. Holders of depositary receipts making such withdrawals will be entitled to receive whole preferred shares on the basis set forth in the related prospectus supplement, but holders of such whole shares of preferred stock will not thereafter be entitled to deposit such preferred stock under the depositary agreement or to receive depositary receipts therefor. If the depositary receipts surrendered by the holder in connection with such withdrawal evidence a number of depositary shares representing more than the number of whole preferred shares to be withdrawn, the Depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares.

Voting Deposited Preferred Shares

        Upon receipt of notice of any meeting at which the holders of any class or series of deposited preferred stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such class or series of preferred stock. Each record holder of such depositary shares on the record date (which will be the same date as the record date for the relevant class or series of preferred stock) may instruct the Depositary as to how to vote the preferred stock represented by such holder's depositary shares. The Depositary will endeavor, insofar as practicable, to vote the number of shares of preferred stock represented by such depositary shares in accordance with such instructions, and we will take all reasonable actions that may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting preferred shares to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock

Conversion and Exchange of Preferred Shares

        If the preferred stock represented by depositary shares is exchangeable at our option for other securities, then, whenever we exercise our option to exchange all or a portion of such preferred stock held by the Depositary, the Depositary will exchange as of the same date a number of such depositary shares representing such preferred stock so exchanged, provided we shall have issued and delivered to

31


Table of Contents

the Depositary the securities for which such preferred stock is to be exchanged. The exchange rate per depositary share shall be equal to the exchange rate per preferred share multiplied by the fraction of a preferred share represented by one depositary share. If less than all of the depositary shares are to be exchanged, the depositary shares to be exchanged will be selected by the Depositary by lot or pro rata or other equitable method, in each case as may be determined by us. If the depositary shares evidenced by a depositary receipt are to be exchanged in part only, a new depositary receipt or receipts will be issued for any depositary shares not to be exchanged.

        Depositary shares, as such, are not convertible or exchangeable at the option of the holders into other securities or property. Nevertheless, if the preferred stock represented by depositary shares is convertible into or exchangeable for other securities or property at the option of the holders, then, on the terms and subject to the conditions applicable to such preferred stock, the related depositary receipts may be surrendered by holders thereof to the Depositary with written instructions to the Depositary to instruct us to cause conversion or exchange, as the case may be, of the preferred stock represented by the depositary shares evidenced by such depositary receipts into such number or amount of other securities, in authorized denominations, or other property, as the case may be, as specified in the related prospectus supplement. We, upon receipt of such instructions and any amounts payable in respect thereof, will cause the conversion or exchange, as the case may be, and will deliver to the holders (or cause the Depositary to deliver to the holders) such number or amount of other securities, in authorized denominations, or other property, as the case may be (and, if required by the terms of the applicable preferred stock, cash in lieu of any fractional share). Notwithstanding the foregoing, holders shall only be entitled to request the conversion or exchange of depositary shares representing one or more whole shares of the related preferred stock. The exchange or conversion rate per depositary share shall be equal to the exchange or conversion rate per share of preferred stock multiplied by the fraction of a preferred share represented by one depositary share. If the depositary shares evidenced by a depositary receipt are to be converted or exchanged in part only, a new depositary receipt or receipts will be issued for any depositary shares not to be converted or exchanged.

Amendment and Termination of Depositary Agreement

        Unless otherwise provided in this prospectus, the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may at any time be amended by agreement between us and the Depositary. However, any amendment which materially and adversely alters the rights of the holders of the depositary receipts issued under any depositary agreement or the related depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of such depositary shares then outstanding (or such greater proportion as may be required by the rules of any securities exchange on which such depositary shares may be listed). In no event may any such amendment impair the right of any holder of depositary receipts, subject to the conditions specified in the deposit agreement, to receive the related preferred shares upon surrender of such depositary receipts as described above under "—Withdrawal of Preferred Shares." Every holder of an outstanding depositary receipt at the time any such amendment becomes effective, or any transferee of such holder, shall be deemed, by continuing to hold such depositary receipt, or by reason of the acquisition thereof, to consent and agree to such amendment and to be bound by the depositary agreement as amended thereby.

        The depositary agreement automatically terminates if:

32


Table of Contents

Charges of Depositary

        We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay all fees and expenses of the Depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock or arising in connection with the performance of its duties under the deposit agreement. Holders of depositary receipts will pay all other transfer and other taxes and governmental charges, including any fee for withdrawal of their shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement to be for their accounts.

Resignation and Removal of Depositary

        The Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Depositary. Any such resignation or removal will take effect upon the appointment by us of a successor Depositary and its acceptance of such appointment. The successor Depositary must be a bank, trust company or other financial institution selected by us having an office in the United States and otherwise meeting the requirements of the depositary agreement.

Miscellaneous

        The Depositary will forward to the holders of the applicable depositary receipts all reports and communications from us which are delivered to the Depositary and which are intended for delivery to holders of the deposited preferred stock.

        Neither the Depositary nor we will be liable if either of us is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. The obligations of us and the Depositary under the depositary agreement will be limited to performance of our respective duties thereunder in good faith and without gross negligence and willful misconduct and neither of us will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or preferred stock unless satisfactory indemnity is furnished. We and any Depositary may rely upon written advice of counsel or accountants or upon information provided by holders of depositary receipts or other person believed to be competent and on documents believed to be genuine.

33


Table of Contents


DESCRIPTION OF WARRANTS

        The following is a summary of the general terms of warrants we may issue (either separately or together with other securities) and that we and/or certain selling securityholders may offer and sell. We may issue warrants to purchase common stock, preferred stock, debt securities or other securities of Dollar General or any other entity or any combination of the foregoing. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. The warrants are to be issued under warrant agreements, or "warrant agreements," each to be entered into between us and a bank, trust company or other financial institution, as warrant agent, all as described in the prospectus supplement relating to the particular issuance of warrants. The particular terms of any warrants and the related warrant agreement as well as the identity of the warrant agent will be described in the applicable prospectus supplement. The form of warrant agreement, including the form of certificate representing the applicable warrants, or "warrant certificate," that will be entered into with respect to a particular offering of warrants will be filed with the SEC as an exhibit to the registration statement of which this prospectus is a part or a document that is incorporated or deemed to be incorporated by reference in this prospectus. This summary of some of the terms of the warrant agreements and warrants and the summary of some of the terms of the particular warrant agreement and warrants described in the applicable prospectus supplement are not complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the particular warrant agreement and the related warrant certificate, and you should read those documents for provisions that may be important to you. To the extent that any particular terms of any warrants or the related warrant agreement described in a prospectus supplement differ from any of the terms described in this prospectus, then those particular terms described in this prospectus shall be deemed to have been superseded by that prospectus supplement.

General

        The applicable prospectus supplement will include some or all of the following the terms of the warrants to be offered:

34


Table of Contents

Exercise of Warrants

        Each warrant will entitle the holder to purchase such number of common shares, preferred shares or depositary shares or such amount of debt securities, as the case may be, at such exercise price as shall be set forth in, or shall be determinable as set forth in, the applicable prospectus supplement. Warrants may be exercised at the times and in the manner set forth in the applicable prospectus supplement. The applicable prospectus supplement will specify how the exercise price of any warrants is to be paid, which may include payment in cash or by surrender of other warrants issued under the same warrant agreement (a "cashless exercise"). Upon receipt of payment of the exercise price and, if required, the certificate representing the warrants being exercised properly completed and duly executed at the office or agency of the applicable warrant agent or at any other office or agency designated for that purpose, we will promptly deliver the securities to be delivered upon such exercise.

No Rights as Holders of Shares

        Holders of common stock, preferred stock or depositary share warrants will not be entitled, by virtue of being such holders, to vote, consent or receive notice as holders of our outstanding shares in respect of any meeting of holders of our shares for the election of our directors or any other matter, or to exercise any other rights whatsoever as holders of our shares, or to receive any dividends or distributions, if any, on our shares.

35


Table of Contents


DESCRIPTION OF STOCK PURCHASE CONTRACTS

        We may offer share purchase contracts either separately or together with other securities offered hereby. The following description of the share purchase contracts provides certain general terms and provisions of the share purchase contracts to which any prospectus supplement may relate. The applicable prospectus supplement will describe the specific terms of any share purchase contracts and, if applicable, any prepaid securities (as defined below), the share purchase contract and, if applicable, any related pledge or depositary agreement relating to any particular offering of share purchase contracts. The form of share purchase contract and, if applicable, the form of any related pledge or depositary agreement relating to any particular offering of share purchase contracts will be filed with the SEC as an exhibit to the registration statement of which this prospectus is a part or a document that is incorporated or deemed to be incorporated by reference in this prospectus. This summary of some of the terms of the share purchase contracts and the summary of some of the terms of the particular share purchase contracts and, if applicable, any related pledge or depositary agreements contained in the applicable prospectus supplement are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the particular share purchase contracts or share purchase units, as the case may be, and any related pledge or depositary agreement, and you should read those documents for provisions that may be important to you.

        Share purchase contracts may include contracts obligating or entitling holders to purchase from us, and us to sell to holders, a specified number of shares of our common stock at a future date or dates. The consideration per share and the number of shares may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula in the share purchase contracts and may be subject to adjustment under anti-dilution or other formulas or provisions. We may issue the share purchase contracts separately or as a part of share purchase units consisting of a share purchase contract and other securities that may be sold by us pursuant to this prospectus, debt obligations of third parties (including U.S. Treasury securities) or any combination of the foregoing, which may secure the holders' obligations to purchase the common shares under the share purchase contracts. The share purchase contracts may require us to make periodic payments to the holders of the share purchase contracts or share purchase units, as the case may be, or vice versa. These payments may be unsecured or prefunded on some basis. The share purchase contracts may require holders to secure their obligations in a specified manner, and in certain circumstances, we may deliver newly issued prepaid share purchase contracts, which are referred to as "prepaid securities," upon release to a holder of any collateral securing such holders' obligations under the original share purchase contract

36


Table of Contents


DESCRIPTION OF UNITS

        We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe:

        This summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and other documents relating to a particular issue of units will be filed with the SEC as an exhibit to the registration statement of which this prospectus is a part or a document that is incorporated or deemed to be incorporated by reference in this prospectus each time we issue units, and you should read those documents for provisions that may be important to you.

37


Table of Contents


SELLING SECURITYHOLDERS

        Information about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment or in filings with make with the SEC which are incorporated into this prospectus by reference.

38


Table of Contents


PLAN OF DISTRIBUTION

        We and/or the selling securityholders, if applicable, may sell the securities covered by this prospectus in any of the following ways (or in any combination):

        Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including:

        Any offering price and any discounts, commissions, concessions or agency fees allowed or reallowed or paid to dealers may be changed from time to time. We may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the obligations of the underwriter, dealer or agent in the applicable prospectus supplement.

        We and/or the selling securityholders, if applicable, may distribute the securities from time to time in one or more transactions:

        Underwriters, dealers or any other third parties described above may offer and sell the offered securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. If underwriters or dealers are used in the sale of any securities, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters' obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of the securities (other than any securities purchased upon exercise of any over-allotment option), unless otherwise specified in the prospectus supplement. We may use underwriters with whom we have a material relationship. We will describe the nature of any such relationship in the prospectus supplement, naming the underwriter.

39


Table of Contents

        We and/or the selling securityholders, if applicable, may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions paid to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions to be paid for solicitation of these contracts. Any underwriters, broker-dealers and agents that participate in the distribution of the securities may be deemed to be "underwriters" as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the securities, may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe their compensation in a prospectus supplement.

        Each underwriter, dealer and agent participating in the distribution of any offered securities that are issuable in bearer form will agree that it will not offer, sell, resell or deliver, directly or indirectly, offered securities in bearer form in the United States or to United States persons except as otherwise permitted by Treasury Regulations Section 1.163-5(c)(2)(i)(D).

        Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more marketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.

        Underwriters or agents may purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids.

        Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange on which the securities are traded, in the over-the-counter market or otherwise.

        Our common stock is listed on the New York Stock Exchange under the symbol "DG".

        In compliance with the guidelines of the Financial Industry Regulatory Authority, which we refer to as FINRA, the aggregate maximum discount, commission, agency fees, or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement; however, we anticipate that the maximum commission or discount to be received in any particular offering of securities will be significantly less than this amount.

40


Table of Contents

        If at the time of any offering made under this prospectus a member of FINRA participating in the offering has a "conflict of interest" as defined in FINRA's Rule 5121 ("Rule 5121"), that offering will be conducted in accordance with the relevant provisions of Rule 5121.

        There can be no assurance that we will sell all or any of the securities offered by this prospectus.

        Agents, dealers and underwriters may be entitled to indemnification by us and the selling securityholders against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect thereof.

        The specific terms of the lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.

41


Table of Contents


LEGAL MATTERS

        Unless we state otherwise in the applicable prospectus supplement, the validity of any securities that may be offered by this prospectus will be passed upon for us by Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Memphis, Tennessee.


EXPERTS

        The consolidated financial statements of Dollar General Corporation and subsidiaries appearing in Dollar General Corporation and subsidiaries' Annual Report (Form 10-K) for the fiscal year ended February 1, 2013, and the effectiveness of Dollar General Corporation and subsidiaries' internal control over financial reporting as of February 1, 2013 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.


INCORPORATION BY REFERENCE

        The rules of the SEC allow us to "incorporate by reference" information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and information that we file in the future with the SEC will automatically update and supersede, as appropriate, this information. We incorporate by reference the documents listed below and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus, from their respective filing dates:

        Notwithstanding the foregoing, we are not incorporating by reference information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K (including any Form 8-K itemized above), including the related exhibits, nor in any documents or other information that is deemed to have been "furnished" to and not "filed" with the SEC.

        Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.

        You may request a copy of any or all of the documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number:

Dollar General Corporation
Attn: Investor Relations
100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-5536

42


Table of Contents

        You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information.


WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, as well as our common stock, preferred stock, debt securities and guarantees thereof, depositary shares, warrants, stock purchase contracts and units, we refer you to the registration statement and to its exhibits and schedules.

        We are subject to the informational requirements of the Exchange Act and are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these reports, statements or other information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549 or at its regional offices. You can request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings are also available to the public at the SEC's internet site at http://www.sec.gov.

        We also make available, free of charge, through the investor relations portion of our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statement on Schedule 14A (and any amendments to those forms) as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website address is www.dollargeneral.com . Please note that our website address is provided in this prospectus as an inactive textual reference only. The information found on or accessible through our website is not part of this prospectus or any prospectus supplement, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this prospectus or the prospectus supplement. In addition, our common stock is listed on the New York Stock Exchange ("NYSE") and similar information concerning us can be inspected and copied at the NYSE, 11 Wall Street, New York, New York 10005.

43


Table of Contents

LOGO



PROSPECTUS



March 25, 2013


Table of Contents


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

        The following table sets forth the various expenses payable by the registrants in connection with the distribution of the securities being registered hereby (other than underwriting discounts and commissions). All the amounts shown are estimates, except the SEC registration fee. All of such expenses are being borne by the registrant

SEC Registration Fee

  $          *

Trustee's Fees and Expenses

      **

Printing and Engraving Expenses

      **

Legal Fees and Expenses

      **

Accounting Fees and Expenses

      **

Rating Agency Fees

      **

Blue Sky Fees and Expenses

      **

Listing Fees

      **

Miscellaneous Expenses

      **
       

Total

  $          **
       

*
Omitted because the registration fee is being deferred pursuant to Rule 456(b).

**
Estimated expenses are not presently known. The applicable prospectus supplement will set forth the estimated amount of such expenses payable in respect of any offering of securities.

Item 15.    Indemnification of Directors and Officers

California Registrant

        Sun-Dollar, L.P. is registered under the laws of California.

        Section 15904.06 (operative January 1, 2008) of the 2008 California Revised Limited Partnership Act addresses the rights of a general partner with respect to its management and conduct of partnership activities. The 2008 California Revised Limited Partnership Act provides that a limited partnership shall reimburse a general partner for payments made, and indemnify a general partner for liabilities incurred by the general partner, in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

        The limited partnership agreement of Sun-Dollar, L.P. provides that the partnership shall indemnify each partner (and the officers and directors of each partner) against judgments, fines, amounts paid in settlement and expenses (including, without limitation, attorneys' fees) reasonably incurred by them in any civil, criminal or administrative proceeding in which they are involved, or threatened to be involved, by reason of being a partner in the partnership, provided that the partner acted in good faith, within what such partner reasonably believed to be the scope of such partner's authority, and for a purpose which such partner reasonably believed to be in the best interests of the partnership or the partners. To the extent that a partner has been successful on the merits or otherwise in defense of any such proceeding or in defense of any claim or matter therein, such partner shall be deemed to have acted in good faith and in a manner such partner believed to be in the best interests of the partnership or the partners. Under any other circumstances, the determination of whether a partner acted in good faith, within what such partner reasonably believed to be the scope of such partner's authority, and for a purpose which such partner reasonably believed to be in the best interests

II-1


Table of Contents

of the partnership or the partners shall be made by independent legal counsel selected by a general partner (who may be the regular counsel for the partnership) in a written opinion.

Delaware Registrants

        (a)   South Boston Holdings, Inc. is incorporated under the laws of Delaware.

        Section 145 of the Delaware General Corporation Law (the "DGCL") grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if such person acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        Section 102(b)(7) of the DGCL enables a corporation in its certification of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for violations of the directors' fiduciary duty as a director, except (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

        The by-laws of South Boston Holdings, Inc. provide that such corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the corporation, or is or was serving or has agreed to serve at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The corporation shall not be obligated to indemnify a director or officer of the corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless such Proceeding (or part thereof) has been authorized by the board

II-2


Table of Contents

of directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

        (b)   South Boston FF&E, LLC is a limited liability company organized under the laws of Delaware.

        Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

        The operating agreement of South Boston FF&E, LLC ("South Boston FF&E") provides that South Boston FF&E shall indemnify the member and those authorized agents of South Boston FF&E identified in writing by the member as entitled to be indemnified under the section for all costs, losses, liabilities and damages paid or accrued by the member or any such agent in connection with the business of South Boston FF&E, to the fullest extent provided or allowed by the Act and the other laws of the State of Delaware. In addition, South Boston FF&E may advance costs of defense of any proceeding to the member or any such agent upon receipt by South Boston FF&E of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by South Boston FF&E.

        (c)   Retail Property Investments, LLC is a limited liability company organized under the laws of Delaware. Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

        The operating agreement of Retail Property Investments, LLC provides that such entity shall indemnify the member and those authorized agents of Retail Property Investments, LLC identified in writing by the member as entitled to be indemnified under the section for all costs, losses, liabilities and damages paid or accrued by the member or any such agent in connection with the business of Retail Property Investments, LLC to the fullest extent provided or allowed by the Delaware Limited Liability Company Act and the other laws of the State of Delaware. In addition, Retail Property Investments, LLC may advance costs of defense of any proceeding to the member or such agent upon receipt by Retail Property Investments, LLC of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by Retail Property Investments, LLC.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of Retail Property Investments, LLC pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Kentucky Registrants

        (a)   Dolgencorp of New York, Inc. and Dolgencorp of Texas, Inc. are incorporated under the laws of Kentucky.

        Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act (the "KBCA") provide that, subject to restrictions contained in the statute, a corporation may indemnify any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner,

II-3


Table of Contents

trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or employee benefit plan. A person who has been successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified against expenses (including attorneys' fees) reasonably incurred by him in connection therewith. Indemnification is authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or if such a quorum cannot be obtained, by a majority vote of a committee of the board, duly designated to so act by a majority of the full board, consisting solely of two or more directors who are not parties to the action; or by special legal counsel selected by the board or a committee thereof; or by the shareholders who are not parties to such action, suit or proceeding. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written affirmation by the director of his good faith belief that he has met the applicable standard of conduct required, a written undertaking by or on behalf of the director to repay such advance if it is ultimately determined that he did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. The indemnification provided by statute shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, which shall inure to the benefit of the heirs, executors and administrators of such a person. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute. References to the corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation and anyone seeking indemnification by virtue of acting in some capacity with a constituent corporation would stand in the same position as if he had served the resulting or surviving corporation in the same capacity.

        Section 271B.2-020 of the KBCA allows a corporation in its articles of incorporation to set forth a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of his duties as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any transaction in which the director's personal financial interest is in conflict with the financial interests of the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; (iii) for any vote or assent to an unlawful distribution to shareholders as prohibited under Section 271B.8-330 of the KBCA; or (iv) for any transaction from which the director derived an improper personal benefit.

        The articles of incorporation of Dolgencorp of New York, Inc. and Dolgencorp of Texas, Inc. contain a provision that provides that no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of duty as a director, except to the extent provided by the KBCA. The bylaws of Dolgencorp of New York, Inc. and Dolgencorp of Texas, Inc. provide that, to the maximum extent permitted by law but subject to the limitations set forth in the bylaws, the corporation shall indemnify a director or officer who is a party to a proceeding by reason of the fact that he or she is or was a director or officer against any liability incurred in the proceeding, and the corporation may advance any reasonable expenses incurred by such director or officer in connection with the proceeding in advance of its disposition, but the corporation shall not be required to indemnify or advance expenses to such director or officer incurred in a proceeding initiated by or on behalf of such director or officer, other than a suit to enforce indemnification rights. The indemnification provisions in the bylaws are intended to be greater than those which are otherwise provided for in the statutes, notwithstanding such director or officer's failure to meet the standard of conduct required for permissive indemnification under the KBCA, are contractual in nature between the director or officer and the corporation, and are mandatory. The rights of such director or officer to indemnification and advancement of expenses shall not be exclusive of other rights to which such

II-4


Table of Contents

director or officer may be entitled under the statutes, articles of incorporation, the bylaws, a resolution of shareholders or directors, or an agreement providing for indemnification. The rights of such director or officer to advancement of expenses are subject to such director or officer's furnishing to the corporation: (a) a written affirmation, personally signed by or on behalf of such director or officer, of his good faith belief that he was not liable for (i) any transaction in which such director or officer's personal financial interest is in conflict with the financial interest of the corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or are known to such director or officer to be a violation of law, (iii) any unlawful distributions under the statutes, or (iv) any transaction from which such director or officer derived an improper personal benefit; (b) a written opinion of counsel for such director or officer in the proceeding to the effect that based on the facts known to counsel for such director or officer, a successful defense, on the merits or otherwise, is either probable or reasonably possible; and (c) a written undertaking, personally signed by or on behalf of such director or officer, to repay any advances if a judgment or other final adjudication adverse to such director or officer establishes that he is liable, contrary to his affirmation. No indemnification may be made in advance of a final disposition of such proceeding or if a judgment or other final adjudication adverse to such director or officer establishes his liability for: (i) any transaction in which the personal financial interest of such officer or director is in conflict with the financial interests of the corporation or its shareholders; (ii) any acts or omissions not in good faith or which involve intentional misconduct or are known to such director or officer to be a violation of law; (iii) any unlawful distributions under the statutes; or (iv) any transaction from which such director or officer derived an improper personal benefit. The indemnification rights granted to such director or officer in the bylaws may not be limited in any way by a subsequent amendment to or repeal of the indemnification provision in the bylaws with respect to acts or omissions that occur prior to the adoption of the amendment or repeal. The corporation may, but is not required to, maintain insurance at its expense to protect itself and any such person against any such liability, cost or expense.

        (b)   Dollar General Partners is formed under the laws of Kentucky.

        Kentucky partnership law provides that a partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.

        The partnership agreement of Dollar General Partners is silent regarding indemnification. The charter and/or bylaws of the two partners of Dollar General Partners, Dollar General Corporation and DG Promotions, Inc., both Tennessee corporations, contain indemnification provisions that are described below.

        (c)   Dolgencorp, LLC is a limited liability company organized under the laws of Kentucky.

        Section 275.180 of the Kentucky Limited Liability Company Act provides that a limited liability company's operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

        The articles of organization and the operating agreement of Dolgencorp, LLC are silent regarding indemnification.

Tennessee Registrants

        (a)   Dollar General Corporation, DG Promotions, Inc., DG Transportation, Inc., Dolgen I, Inc., Dolgen II, Inc., and Dolgen III, Inc. are incorporated under the laws of Tennessee.

        The Tennessee Business Corporation Act ("TBCA") allows a Tennessee corporation's charter to contain a provision eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its shareholders for monetary damages for breach of the director's fiduciary duty as

II-5


Table of Contents

a director. Under the TBCA, a Tennessee business corporation may not eliminate or limit director monetary liability for (i) breaches of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; or (iii) unlawful dividends, stock repurchases or redemptions. This provision also may not limit a director's liability for violation of, or otherwise relieve a corporation or its directors from the necessity of complying with, federal or state securities laws, or affect the availability of non-monetary remedies such as injunctive relief or rescission. The charters of Dollar General Corporation and DG Promotions, Inc. contain a provision stating that directors shall not be personally liable for monetary damage to the corporation or its shareholders for breach of fiduciary duty as a director, except to the extent required by the TBCA in effect from time to time.

        The TBCA provides that a corporation may indemnify any of its directors, officers, employees and agents against liability incurred in connection with a proceeding if (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation's best interests; (c) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation's charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (c) such officer or director breached his duty of care to the corporation.

        Dollar General Corporation's charter and bylaws require us to indemnify our directors and officers to the fullest extent permitted by applicable law. Dollar General Corporation's bylaws further require us to advance expenses to each of our directors and officers to the full extent allowed by Tennessee law. Under Dollar General Corporation's charter and bylaws, such indemnification and advancement of expenses provisions are not exclusive of any other right that a director or officer may have or acquire both as to action in his or her official capacity and as to action in another capacity.

        The charter and bylaws of DG Promotions, Inc. and the bylaws of DG Transportation, Inc., Dolgen I, Inc., Dolgen II, Inc., and Dolgen III, Inc. provide that the corporation shall indemnify and advance expenses to each director and officer of the corporation, or any person who may have served at the request of the corporation's board of directors or its President or Chief Executive Officer as a director or officer of another corporation, and such person's heirs, executors, and administrators, to the fullest extent permitted by Tennessee law. The corporation may indemnify and advance expenses to any employee or agent of the corporation who is not a director or officer, and such person's heirs, executors, and administrators, to the same extent as to a director or officer, if the board of directors determines it to be in the best interests of the corporation to do so. In addition, such indemnification and advancement of expenses provisions are not exclusive of any other right that a director or officer may have or acquire both as to action in his or her official capacity and as to action in another capacity. The corporation may maintain insurance at its own expense to protect itself and any

II-6


Table of Contents

individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the board of directors or Chief Executive Officer as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person under the bylaws or the TBCA.

        (b)   DC Financial, LLC, DG Logistics LLC, DG Louisiana, LLC, DG Retail, LLC, DG Strategic I, LLC, DG Strategic II, LLC, Dolgen Midwest, LLC, Dolgen California, LLC, DG eCommerce, LLC, DG Strategic VI, LLC, DG Strategic VII, LLC, DG Strategic VIII, LLC and Retail Risk Solutions, LLC are limited liability companies organized under the laws of Tennessee.

        Section 48-243-101 of the Tennessee Limited Liability Company Act provides that an LLC may indemnify any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a governor of a board-managed LLC, a member of a member-managed LLC or an individual who, while a governor of a board-managed LLC or member of a member-managed LLC, is or was serving at the LLC's request as a governor, manager, director, officer, partner, trustee, employee or agent of another LLC, corporation, partnership, joint venture, trust or other enterprise or employee benefit plan (a "Responsible Person"). Indemnification is authorized upon a determination that the person to be indemnified has met the requisite standard of conduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Responsible Person did not meet the standard of conduct required. An LLC may not indemnify a Responsible Person: (i) in connection with a proceeding by or in the right of the LLC in which the Responsible Person was adjudged liable to the LLC; or (ii) in connection with any other proceeding charging improper personal benefit to such Responsible Person, whether or not involving action in such person's official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by such person. A person who has been successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified against expenses (including attorneys' fees) reasonably incurred by him in connection therewith. Expenses incurred in defense may be paid in advance upon receipt by the LLC of a written affirmation by the Responsible Person of his good faith belief that he has met the requisite standard of conduct, a written undertaking by or on behalf of such person to repay such advance if it is ultimately determined that he did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. A court of competent jurisdiction, unless the LLC's articles provide otherwise, upon application by the Responsible Person, may order that such person be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such person is fairly and reasonably entitled to indemnification, whether or not such person met the requisite standard of conduct, was adjudged liable in a proceeding by or in the right of the LLC, or was adjudged liable on the basis that personal benefit was improperly received by him. Such determination shall be made by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC by a majority vote of a quorum consisting of governors or members who were not parties to such action, suit or proceeding; or if such a quorum cannot be obtained, by a majority vote of a committee designated by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC, consisting solely of two or more governors or members, as applicable, who are not parties to the action; or by independent special legal counsel selected by the board of governors of a board-managed LLC or by the members of a member-managed LLC; or by the members of a board-managed LLC who are not parties to such action, suit or proceeding. Such indemnification and advancement of expenses provisions are not exclusive of any other right that a Responsible Person may have; provided that no indemnification may be made to or on behalf of any Responsible Person if a judgment or other final adjudication adverse to the Responsible Person establishes such person's liability: (i) for any breach of

II-7


Table of Contents

the duty of loyalty to the LLC or its members; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for wrongful distributions under Section 48-237-101 of the Tennessee Limited Liability Company Act. The LLC may indemnify and advance expenses to a manager, employee, independent contractor or agent of the LLC to the same extent as a Responsible Person. The LLC may purchase insurance on behalf of any person entitled to indemnification by the LLC against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute.

        The operating agreement of DG Logistics, LLC provides that the LLC shall fully indemnify the Member (DG Transportation, Inc.) for any claim against the Member in the Member's capacity as a member or as a manager. In addition, the LLC shall advance litigation expenses to the Member for any claim against the Member in the Member's capacity as a member or as a manager.

        The operating agreements of DC Financial, LLC, DG Logistics LLC, DG Louisiana, LLC, DG Retail, LLC, DG Strategic I, LLC, DG Strategic II, LLC, Dolgen Midwest, LLC, Dolgen California, LLC, DG eCommerce, LLC, DG Strategic VI, LLC, DG Strategic VII, LLC, DG Strategic VIII, LLC and Retail Risk Solutions, LLC provide that the LLC shall indemnify the Member (in each case except DG Retail, LLC, Dolgen Midwest, LLC and DG Louisiana, LLC, such Member is Dollar General Corporation; DG Promotion, Inc. is the Member of DG Retail, LLC; DG Strategic I, LLC is the Member of Dolgen Midwest, LLC and Dolgencorp, LLC is the Member of DG Louisiana, LLC), and the authorized agents of the LLC identified in writing by the Member as entitled to be indemnified, for all costs, losses, liabilities and damages paid or accrued by the Member or any such agent in connection with the business of the LLC to the fullest extent provided or allowed under Tennessee law. In addition, the LLC may advance costs of defense of any proceeding to the Member or any such agent upon receipt by the LLC of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the LLC.

Certain Other Arrangements

        Dollar General Corporation has in effect a directors' and officers' liability insurance policy that covers the directors and officers of each of the registrants in amounts that we believe are customary in our industry, including for liabilities in connection with the registration, offering and sale of any securities which may be offered pursuant to this registration statement. Under this policy, the insurer agrees to pay, subject to certain exclusions, for any claim made against directors or officers of the registrants for a wrongful act or omission by such persons, but only if and to the extent such persons become legally obligated to pay such claim or incur certain costs in defending such claim.

        We also entered into a separate indemnification agreement with KKR (or affiliates thereof) and Goldman, Sachs & Co., pursuant to which we agreed to provide customary indemnification to such parties and their affiliates.

II-8


Table of Contents

        Pursuant to our employment agreement with Mr. Dreiling, effective as of April 23, 2010, we have agreed that if Mr. Dreiling is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, relating to a claim by his prior employer that Mr. Dreiling has breached or attempted to breach certain covenants to which he is bound as a result of his employment arrangement with his prior employer, we will indemnify and hold harmless Mr. Dreiling to the fullest extent authorized by applicable law from and against any and all liabilities, amounts paid in settlement, costs, claims and expenses, including all costs and expenses incurred in defense of any such proceeding (including attorneys' fees). We will pay costs and expenses Mr. Dreiling incurs in defense of any such proceeding (including attorneys' fees) in advance of the final disposition of such litigation upon our receipt of (a) a written request for payment, (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Mr. Dreiling to repay the amounts so paid if it shall ultimately be determined that he is not entitled to be indemnified by us under his employment agreement with us. Notwithstanding the foregoing, if as a result of such proceeding Mr. Dreiling is prohibited from continuing his employment with us, we shall pay to Mr. Dreiling his base salary until the earliest to occur of (i) the date upon which he ceases to be so prohibited, (ii) the date, if any, upon which he becomes employed by a subsequent employer and (iii) the first anniversary of the effective date of such prohibition.

        In addition, we shall indemnify and hold harmless Mr. Dreiling for all acts and omissions occurring during his employment or service as a member of the Board (or both) to the maximum extent provided under our charter, by-laws and applicable law. During the Term (as defined in the employment agreement) and for a term of six years thereafter, we, or any of our successors shall purchase and maintain, at our own expense, directors and officers liability insurance providing coverage for Mr. Dreiling in the same amount as for Board members.

        Mr. Dreiling shall provide his reasonable cooperation in connection with any proceeding (or any appeal from any proceeding) referenced above, as well as any proceeding which relates to events occurring during his employment.

        On June 30, 2009, we entered into an indemnification priority and information sharing agreement with KKR and certain of its affiliated funds to clarify the priority of advancement and indemnification obligations among us and any of our directors appointed by KKR and other related matters.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 16.    Exhibits.

        Please see the Exhibit Index included herewith immediately following the signature pages hereto, which is incorporated by reference.

Item 17.    Undertakings

        (a)   The undersigned registrants hereby undertake:

            (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,

II-9


Table of Contents

      individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

              (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

      provided, however , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

            (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

            (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

                (i)  If the registrant is relying on Rule 430B:

                (A)  Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

                (B)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

II-10


Table of Contents

            (5)   That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

            The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

                (i)  Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

               (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

              (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

              (iv)  Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

        (b)   The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (d)   The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

II-11


Table of Contents


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Dollar General Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DOLLAR GENERAL CORPORATION



 

By:

 

/s/ DAVID M. TEHLE

      Name:   David M. Tehle

      Title:   Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ RICHARD W. DREILING

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer (Principal Executive Officer)   March 25, 2013

/s/ DAVID M. TEHLE

David M. Tehle

 

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 25, 2013

/s/ RAJ AGRAWAL

Raj Agrawal

 

Director

 

March 25, 2013

/s/ WARREN F. BRYANT

Warren F. Bryant

 

Director

 

March 25, 2013

/s/ MICHAEL M. CALBERT

Michael M. Calbert

 

Director

 

March 25, 2013

/s/ SANDRA COCHRAN

Sandra Cochran

 

Director

 

March 25, 2013

/s/ PATRICIA FILI-KRUSHEL

Patricia Fili-Krushel

 

Director

 

March 25, 2013

II-12


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Adrian Jones
  Director   March 25, 2013

/s/ WILLIAM C. RHODES, III

William C. Rhodes, III

 

Director

 

March 25, 2013

/s/ DAVID B. RICKARD

David B. Rickard

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-13


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DC Financial, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DC FINANCIAL, LLC

 

 

By:

 

Dollar General Corporation, its Managing Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Managing Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Managing Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

II-14


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Managing Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Managing Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-15


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG eCommerce, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DG eCOMMERCE, LLC

 

 

By:

 

Dollar General Corporation, its Sole Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-16


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-17


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Logistics, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DG LOGISTICS, LLC



 

By:

 

/s/ DAVID M. TEHLE

      Name:   David M. Tehle

      Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer and Chief Manager of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of the Registrant & Director of DG Transportation, Inc., the Sole Member of the Registrant (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer of the Registrant (Principal Accounting Officer)

 

March 25, 2013

*

Robert D. Ravener

 

Director of DG Transportation, Inc., the Sole Member of the Registrant

 

March 25, 2013

*

Susan S. Lanigan

 

Director of DG Transportation, Inc., the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-18


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Louisiana, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DG LOUISIANA, LLC



 

By:

 

/s/ JOHN W. FERAY

      Name:   John W. Feray

      Title:   Senior Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Steven R. Deckard
  President (Principal Executive Officer)   March 25, 2013

*

John W. Feray

 

Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

James P. Smits

 

Manager

 

March 25, 2013

*

Robert R. Stephenson

 

Manager

 

March 25, 2013

*By:

 

/s/ JOHN W. FERAY

John W. Feray
Attorney-in-Fact

 

 

 

 

II-19


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Promotions, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DG PROMOTIONS, INC.



 

By:

 

/s/ JOHN W. FERAY

      Name:   John W. Feray

      Title:   Senior Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Steven R. Deckard
  Chief Executive Officer (Principal Executive Officer)   March 25, 2013

*

John W. Feray

 

Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*

David M. Tehle

 

Director

 

March 25, 2013

*By:

 

/s/ JOHN W. FERAY

John W. Feray
Attorney-in-Fact

 

 

 

 

II-20


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Retail, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DG RETAIL, LLC.



 

By:

 

/s/ JOHN W. FERAY

      Name:   John W. Feray

      Title:   Senior Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Steven R. Deckard
  Chief Executive Officer (Principal Executive Officer)   March 25, 2013

*

John W. Feray

 

Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 25, 2013

*

David M. Tehle

 

Director of DG Promotions, Inc., the Sole Member of the Registrant

 

March 25, 2013

*

Robert D. Ravener

 

Director of DG Promotions, Inc., the Sole Member of the Registrant

 

March 25, 2013

*

Susan S. Lanigan

 

Director of DG Promotions, Inc., the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ JOHN W. FERAY

John W. Feray
Attorney-in-Fact

 

 

 

 

II-21


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Strategic I, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DG STRATEGIC I, LLC

 

By:

 

Dollar General Corporation, its Sole Member



 

 

 

By:

 

/s/ DAVID M. TEHLE

          Name:   David M. Tehle

          Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-22


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-23


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Strategic II, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DG STRATEGIC II, LLC

 

By:

 

Dollar General Corporation, its Sole Member



 

 

 

By:

 

/s/ DAVID M. TEHLE

          Name:   David M. Tehle

          Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-24


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-25


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Strategic VI, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DG STRATEGIC VI, LLC

 

 

By:

 

Dollar General Corporation, its Sole Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-26


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-27


Table of Contents


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Strategic VII, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DG STRATEGIC VII, LLC

 

 

By:

 

Dollar General Corporation, its Sole Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-28


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-29


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Strategic VIII, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DG STRATEGIC VIII, LLC

 

 

By:

 

Dollar General Corporation, its Sole Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-30


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-31


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, DG Transportation, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DG TRANSPORTATION, INC.

 

 

By:

 

/s/ DAVID M. TEHLE

        Name:   David M. Tehle
        Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President, Chief Financial Officer & Director (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-32


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgen I, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DOLGEN I, INC.

 

 

By:

 

/s/ DAVID M. TEHLE

        Name:   David M. Tehle
        Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President, Chief Financial Officer & Director (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-33


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgen II, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DOLGEN II, INC.

 

 

By:

 

/s/ DAVID M. TEHLE

        Name:   David M. Tehle
        Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President, Chief Financial Officer & Director (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-34


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgen III, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DOLGEN III, INC.

 

 

By:

 

/s/ DAVID M. TEHLE

        Name:   David M. Tehle
        Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President, Chief Financial Officer & Director (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-35


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgen California, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DOLGEN CALIFORNIA, LLC

 

 

By:

 

Dollar General Corporation, its Sole Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-36


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-37


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgen Midwest, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    DOLGEN MIDWEST, LLC

 

 

By:

 

DG Strategic I, LLC, its Sole Member

 

 

By:

 

Dollar General Corporation, its Sole Member

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant

 

March 25, 2013

II-38


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Michael M. Calbert
  Director of Dollar General Corporation, the Sole Member of the Sole Member of Registrant   March 25, 2013

*

Sandra Cochran

 

Director of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant

 

March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-39


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgencorp of New York, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

        DOLGENCORP OF NEW YORK, INC.

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer
(Principal Executive Officer)
  March 25, 2013

*

David M. Tehle

 

Executive Vice President, Chief Financial Officer & Director (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer
(Principal Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-40


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgencorp of Texas, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

        DOLGENCORP OF TEXAS, INC.

 

 

 

 

By:

 

/s/ JOHN W. FERAY

            Name:   John W. Feray
            Title:   Senior Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Steven R. Deckard
  Chief Executive Officer
(Principal Executive Officer)
  March 25, 2013

*

John W. Feray

 

Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director

 

March 25, 2013

*

David M. Tehle

 

Director

 

March 25, 2013

*

Robert D. Ravener

 

Director

 

March 25, 2013

*By:

 

/s/ JOHN W. FERAY


 

 

 

 
    John W. Feray        
    Attorney-in-Fact        

II-41


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dolgencorp, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

        DOLGENCORP, LLC

 

 

 

 

By:

 

/s/ DAVID M. TEHLE

            Name:   David M. Tehle
            Title:   Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  Chief Executive Officer
(Principal Executive Officer)
  March 25, 2013

*

David M. Tehle

 

Executive Vice President & Chief Financial Officer (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer

 

March 25, 2013

*

James P. Smits

 

Manager

 

March 25, 2013

*

Robert R. Stephenson

 

Manager

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-42


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Dollar General Partners has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  DOLLAR GENERAL PARTNERS

 

By:

 

DG STRATEGIC VI, LLC and DG PROMOTIONS, INC., its General Partners

     

By:

 

/s/ JOHN W. FERAY


          Name:   John W. Feray

          Title:   Senior Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Steven R. Deckard
  Chief Executive Officer of DG Strategic VI, LLC and DG Promotions, Inc., the General Partners of the Registrant (Principal Executive Officer)   March 25, 2013

*

John W. Feray

 

Senior Vice President and Chief Financial Officer of DG Strategic VI, LLC and DG Promotions, Inc., the General Partners of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Susan S. Lanigan

 

Director of DG Promotions, Inc., a General Partner of the Registrant

 

March 25, 2013

*

Robert D. Ravener

 

Director of DG Promotions, Inc., a General Partner of the Registrant

 

March 25, 2013

II-43


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

David M. Tehle
  Director of DG Promotions, Inc., a General Partner of the Registrant and Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of DG Strategic VI,  LLC, a General Partner of the Registrant   March 25, 2013

*

Richard W. Dreiling

 

Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*

Sandra Cochran

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

II-44


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Adrian Jones
  Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant   March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the DG Strategic VI, LLC, a General Partner of the Registrant

 

March 25, 2013

*By:

 

/s/ JOHN W. FERAY

John W. Feray
Attorney-in-Fact

 

 

 

 

II-45


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Retail Property Investments, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  RETAIL PROPERTY INVESTMENTS, LLC

 

By:

 

/s/ DAVID M. TEHLE


      Name:   David M. Tehle

      Title:   Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  President (Chief Executive Officer)   March 25, 2013

*

David M. Tehle

 

Vice President, Chief Financial Officer & Manager (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

Anita C. Elliott

 

Manager

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-46


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Retail Risk Solutions, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  RETAIL RISK SOLUTIONS, LLC

 

By:

 

Dollar General Corporation, its Sole Member

     

By:

 

/s/ DAVID M. TEHLE


          Name:   David M. Tehle

          Title:   Executive Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 

 

 
*

Richard W. Dreiling
  Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Sole Member of the Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Raj Agrawal

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Warren F. Bryant

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Michael M. Calbert

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

II-47


Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 

 

 

 

 
*

Sandra Cochran
  Director of Dollar General Corporation, the Sole Member of the Registrant   March 25, 2013

*

Patricia Fili-Krushel

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

Adrian Jones

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

William C. Rhodes, III

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*

David B. Rickard

 

Director of Dollar General Corporation, the Sole Member of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-48


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, South Boston FF&E, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  SOUTH BOSTON FF&E, LLC

 

By:

 

Sun-Dollar L.P., its Sole Member

 

By:

 

South Boston Holdings, Inc., its Sole General Partner

     

By:

 

/s/ DAVID M. TEHLE


          Name:   David M. Tehle

          Title:   Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 

 

 
*

Todd Vasos
  President (Principal Executive Officer)   March 25, 2013

*

David M. Tehle

 

Vice President & Chief Financial Officer of Registrant and Director of South Boston Holdings, Inc., the General Partner of Sun-Dollar L.P., the Sole Member of Registrant (Principal Financial and Accounting Officer)

 

March 25, 2013

*

Anita C. Elliott

 

Director of South Boston Holdings, Inc., the General Partner of Sun-Dollar, L.P., the Sole Member of Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE

David M. Tehle
Attorney-in-Fact

 

 

 

 

II-49


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, South Boston Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

    SOUTH BOSTON HOLDINGS, INC.

 

 

By:

 

/s/ DAVID M. TEHLE

        Name:   David M. Tehle
        Title:   Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  President (Chief Executive Officer)   March 25, 2013

*

David M. Tehle

 

Vice President, Chief Financial Officer & Director (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer (Principal Accounting Officer)

 

March 25, 2013

*

Anita C. Elliott

 

Director

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-50


Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Sun-Dollar, L.P. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on March 25, 2013.

  SUN-DOLLAR, L.P.

 

By:

 

South Boston Holdings, Inc., its Sole General Partner

     

By:

 

/s/ DAVID M. TEHLE


          Name:   David M. Tehle

          Title:   Vice President & Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2013.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Todd Vasos
  President of South Boston Holdings, Inc., Sole General Partner of the Registrant (Chief Executive Officer)   March 25, 2013

*

David M. Tehle

 

Vice President, Chief Financial Officer & Director of South Boston Holdings, Inc., Sole General Partner of the Registrant (Principal Financial Officer)

 

March 25, 2013

*

Barbara Springer

 

Treasurer of South Boston Holdings, Inc., Sole General Partner of the Registrant (Principal Accounting Officer)

 

March 25, 2013

*

Anita C. Elliott

 

Director of South Boston Holdings, Inc., Sole General Partner of the Registrant

 

March 25, 2013

*By:

 

/s/ DAVID M. TEHLE


 

 

 

 
    David M. Tehle        
    Attorney-in-Fact        

II-51


Table of Contents


EXHIBIT INDEX

Exhibit
Number
  Description
  1.1   Form of Underwriting Agreement for securities registered hereby*

 

4.1

 

Amended and Restated Charter of Dollar General Corporation (incorporated by reference to Exhibit 3.1 to Dollar General Corporation's Current Report on Form 8-K dated November 18, 2009, filed with the SEC on November 18, 2009).

 

4.2

 

Amended and Restated Bylaws of Dollar General Corporation (incorporated by reference to Exhibit 3.2 to Dollar General Corporation's Current Report on Form 8-K dated November 18, 2009, filed with the SEC on November 18, 2009).

 

4.3

 

Shareholders' Agreement of Dollar General Corporation, dated as of November 9, 2009 (incorporated by reference to Exhibit 4.1 to Dollar General Corporation's Current Report on Form 8-K dated November 18, 2009, filed with the SEC on November 18, 2009).

 

4.4

 

Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Dollar General Corporation's Registration Statement on Form S-1 filed November 9, 2009).

 

4.5

 

Form of Charter Amendment*

 

4.6

 

Indenture, dated as of July 12, 2012, between Dollar General Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Dollar General Corporation's Current Report on Form 8-K dated July 12, 2012, filed with the SEC on July 17, 2012).

 

4.7

 

Form of Warrant Agreement*

 

4.8

 

Form of Warrant Certificate*

 

4.9

 

Form of Unit Agreement*

 

4.10

 

Form of Unit*

 

4.11

 

Form of Stock Purchase Contract Agreement*

 

4.12

 

Form of Stock Purchase Contract*

 

4.13

 

Form of Depositary Agreement for Depositary Shares*

 

4.14

 

Form of Depositary Receipt*

 

5.1

 

Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC**

 

12.1

 

Computation of Ratio of Earnings to Fixed Charges, Combined Fixed Charges and Preferred Stock Dividends**

 

23.1

 

Consent of Independent Registered Public Accounting Firm**

 

23.2

 

Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.1)

 

24.1

 

Powers of Attorney**

 

25.1

 

Form T-1 Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act of 1939 for the Debt Securities**

*
To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.

**
Filed herewith.

II-52




Exhibit 5.1

 

GRAPHIC

 

2000 FIRST TENNESSEE BUILDING
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103

 

 

 

 

 

PHONE:      901.526.2000

 

 

FAX:         901.577.2303

 

 

 

 

 

www.bakerdonelson.com

 

March 25, 2013

 

Dollar General Corporation

100 Mission Ridge

Goodlettsville, TN 37072

 

RE:                            Shelf Registration Statement of Dollar General Corporation on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Dollar General Corporation, a Tennessee corporation (the “Company”) and to each of the entities listed on Schedule I hereto (individually, a “Subsidiary” and, collectively, the “Subsidiaries”) in connection with the authorization of the issuance and sale from time to time, on a delayed basis, of (i) shares of the Company’s common stock, par value $0.875 per share (the “Common Stock”); (ii) shares of the Company’s preferred stock (the “Preferred Stock”), in one or more series; (iii) depositary shares of the Company representing fractional interests in Preferred Stock of any series (the “Depositary Shares”) that will be represented by depositary receipts (“Depositary Receipts”) issued pursuant to one or more depositary agreements (each, a “Depositary Agreement”) between the Company and a depositary to be named therein (the “Depositary”); (iv) debt securities of the Company (the “Debt Securities”), in one or more series that will be issued under one or more indentures (each, an “Indenture”) between the Company and a trustee to be named therein (the “Trustee”); (v) guarantees of the Debt Securities (the “Guarantees”) made by one or more of the Subsidiaries listed as co-registrants in the Registration Statement (individually, a “Guarantor” and, collectively, the “Guarantors”); (vi) warrants to purchase Common Stock, Preferred Stock, Depositary Shares or Debt Securities (the “Warrants”) that will be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a warrant agent to be named therein (the “Warrant Agent”); (vii) stock purchase contracts to purchase Common Stock or Preferred Stock as may be designated at the time of the offering at a future date or dates (the “Stock Purchase Contracts”) that will be issued under one or more stock purchase contract agreements (each, a “Purchase Contract Agreement”) between the Company and a stock purchase contract agent to be named therein (the “Purchase Contract Agent”); and (viii) units consisting of one or more of the securities described in clauses (i) through (vii) above, debt obligations of a third party, including U.S. Treasury securities or any combination of the foregoing (the “Units”), that will be issued under one or more unit agreements (each, a “Unit Agreement”) between the Company and a unit agent to be named therein (the “Unit Agent”), in each case as contemplated by the registration statement on Form S-3 (including the prospectus constituting a part thereof (the “Prospectus”)) to which this opinion letter has been filed as an

 



 

exhibit (the “Registration Statement”).  The Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Guarantees, Warrants, Stock Purchase Contracts and Units are collectively referred to herein as the “Securities.”  The Securities may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), at which time it is contemplated that the Prospectus will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”).

 

In rendering our opinions set forth below, we have reviewed such corporate documents and records of the Company and the Guarantors, such certificates of public officials and such other matters as we have deemed necessary or appropriate for purposes of this opinion letter.  As to facts material to the opinions and assumptions expressed herein, we have relied upon oral and written statements and representations of officers and other representatives of the Company and the Guarantors.  We also have assumed that (i) all documents submitted to us as originals are authentic; (ii) all signatures are genuine; (iii) all documents submitted to us as certified, conformed or photostatic copies conform to the authentic original documents; and (iv) all natural persons have the requisite legal capacity.

 

Based on the foregoing, and subject to the further assumptions, limitations and qualifications set forth herein, we are of the opinion that:

 

1.                                       The Common Stock (including any Common Stock duly issued: (i) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Common Stock, (ii) upon the exercise of any duly issued Warrants exercisable for Common Stock, (iii) upon the exchange or conversion of Debt Securities which are exchangeable or convertible into Common Stock, (iv) pursuant to a Stock Purchase Contract or (v) as a component of a Unit), upon issuance and delivery of certificates (or book-entry notation if uncertificated) for such Common Stock against payment therefor of such lawful consideration as the Company’s Board of Directors (the “Board”) (or a duly authorized committee thereof) may determine, will be validly issued, fully paid and non-assessable.

 

2.                                       The Preferred Stock (including any Preferred Stock duly issued: (i) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into another series of Preferred Stock, (ii) upon the exercise of any duly issued Warrants exercisable for Preferred Stock, (iii) upon the exchange or conversion of Depositary Shares or Debt Securities that are exchangeable or convertible into Preferred Stock, (iv) pursuant to a Stock Purchase Contract or (v) as a component of a Unit), upon issuance and delivery of certificates (or book-entry notation if uncertificated) for such Preferred Stock against payment therefor of such lawful consideration as the Board (or a duly authorized committee thereof) may determine, will be validly issued, fully paid and non-assessable.

 

3.                                       The Depositary Receipts evidencing Depositary Shares (including any Depositary Shares duly issued: (i) upon the exercise of any duly issued Warrants exercisable for Depositary Shares or (ii) as a component of a Unit), upon receipt by the Company of such lawful

 

2



 

consideration therefor as the Board (or an authorized committee thereof) may determine, will be validly issued, and will entitle the holders thereof to the rights specified in the Depositary Shares that they represent and in the Depositary Agreement pursuant to which they are issued.

 

4.                                       The Debt Securities (including any Debt Securities duly issued: (i) upon the exercise of any duly issued Warrants exercisable for Debt Securities or (ii) as a component of a Unit), upon issuance and delivery of certificates (or book-entry notation if uncertificated) for such Debt Securities against payment therefor of such lawful consideration as the Board (or a duly authorized committee thereof) may determine, will be validly issued and constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

 

5.                                       The Warrants (including any Warrants duly issued as a component of a Unit) upon their issuance and delivery of certificates (or book-entry notation if uncertificated) for such Warrants against payment therefor of such lawful consideration as the Board (or a duly authorized committee thereof) may determine, will be validly issued and constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

 

6.                                       The Stock Purchase Contracts (including any Stock Purchase Contracts duly issued as a component of a Unit), upon receipt by the Company of such lawful consideration therefor as the Board (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

 

7.                                       The Units, upon receipt by the Company of such lawful consideration therefor as the Board (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

 

8.                                       The Guarantees, upon their issuance and delivery concurrently with the underlying Debt Securities (including any Guarantees duly issued as a component of a Unit) against payment for such Guarantees of such lawful consideration as the Board (or a duly authorized committee thereof) may determine, will be validly issued and constitute legal, valid and binding obligations of the Guarantors that are parties to the Guarantees, enforceable in accordance with their terms.

 

In rendering the foregoing opinions, we have assumed that: (i) the Registration Statement, and any amendments thereto, shall have become effective under the Securities Act (and will remain effective at the time of issuance of any Securities thereunder); (ii) a Prospectus Supplement describing each class or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Securities and Exchange Commission (the “Commission”), will be timely filed with the Commission; (iii) the definitive terms of each class or series of Securities shall have been established in accordance with resolutions duly adopted by the Board (or an authorized committee thereof) (each, a “Board Action”) (and, in the case of any Guarantor, by the board of

 

3



 

directors of the respective Guarantor (or comparable proceedings of the managing board or entity of any Guarantor that is not a corporation)), the Company’s Amended and Restated Charter (the “Charter”) and applicable law; (iv) the Company will issue and deliver the Securities in the manner contemplated by the Registration Statement, the Prospectus, the applicable Prospectus Supplement and any applicable underwriting, purchase or similar agreement and any Securities issuable upon conversion, exchange or exercise of any other Security, will have been authorized and reserved for issuance, in each case within the limits of the then remaining authorized but unreserved and unissued amounts of such Securities; (v) the total number of shares of Common Stock and Preferred Stock issuable (including upon conversion, exchange or exercise of any other Security) will not exceed the total number of shares of Common Stock and Preferred Stock, as the case may be, that the Company is then authorized to issue under its Charter; (vi) the Board Action authorizing the Company to issue, offer and sell the Securities will have been adopted by the Board (or an authorized committee thereof) and will be in full force and effect at all times at which the Securities are offered or sold by the Company; and (vii) all Securities will be issued in compliance with applicable federal and state securities laws.

 

With respect to any Securities consisting of any series of Preferred Stock, we have further assumed that appropriate articles of amendment to the Charter establishing the designations, preferences, rights and other terms of such series of Preferred Stock being issued and delivered shall have been duly approved by the Board and filed with and accepted for record by the Secretary of State of the State of Tennessee.

 

With respect to any Securities consisting of Depositary Shares, we have further assumed that: (i) such Depositary Shares will be issued and delivered after due authorization, execution and delivery by the Company of a Depositary Agreement, approved by us, relating to the Depositary Shares; (ii) such Depositary Shares will be issued after the Company deposits with the Depositary shares of the Preferred Stock to be represented by such Depositary Shares that are authorized, validly issued and fully paid as contemplated by the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the Depositary Agreement; (iii) the Depositary Receipts shall have been duly executed, issued and delivered in accordance with the provisions of such Depositary Agreement(s); (iv) such Depositary Receipts and the related Depositary Agreement(s), as executed and delivered, do not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument binding upon the Company; and (v) such Depositary Receipts and the related Depositary Agreement(s), as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Company, in any case whether imposed by any court or governmental or regulatory body having jurisdiction over the Company.

 

With respect to any Securities consisting of Debt Securities and related Guarantees, we have further assumed that (i) an Indenture relating to such Debt Securities and related Guarantees shall have been duly authorized, executed and delivered on behalf of the Company; (ii) all terms of such Debt Securities not provided for in such Indenture shall have been established in accordance with the provisions of the Indenture and reflected in appropriate documentation approved by us and, if applicable, executed and delivered by the Company and the Trustee; (iii) such Debt Securities and related Guarantees shall have been duly executed, authenticated, issued

 

4



 

and delivered in accordance with the provisions of such Indenture; (iv) such Debt Securities and related Guarantees, as executed and delivered, do not violate any law applicable to the Company or the Guarantors or result in a default under or breach of any agreement or instrument binding upon the Company or such Guarantors; and (v) such Debt Securities, as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Company, and the Guarantees, as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Guarantors, in any case whether imposed by any court or governmental or regulatory body having jurisdiction over the Company or such Guarantors.

 

With respect to any Securities consisting of Warrants, we have further assumed that (i) such Warrants will be issued and delivered after due authorization, execution and delivery by the Company of a Warrant Agreement, approved by us, relating to the Warrants; (ii) all terms of such Warrants shall have been established in accordance with the provisions of such Warrant Agreement(s); (iii) such Warrants shall have been duly executed, issued and delivered in accordance with the provisions of such Warrant Agreement(s); (iv) such Warrants and the related Warrant Agreement(s), as executed and delivered, do not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument binding upon the Company; and (v) such Warrants and the related Warrant Agreement(s), as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Company, in any case whether imposed by any court or governmental or regulatory body having jurisdiction over the Company.

 

With respect to any Securities consisting of Stock Purchase Contracts, we have further assumed that (i) such Stock Purchase Contracts will be issued and delivered after due authorization, execution and delivery by the Company of a Purchase Contract Agreement, approved by us, relating to the Stock Purchase Contracts; (ii) all terms of such Stock Purchase Contracts shall have been established in accordance with the provisions of such Purchase Contract Agreement(s); (iii) such Stock Purchase Contracts shall have been duly executed, issued and delivered in accordance with the provisions of such Purchase Contract Agreement(s); (iv) such Stock Purchase Contracts and the related Purchase Contract Agreement(s), as executed and delivered, do not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument binding upon the Company; and (v) such Stock Purchase Contracts and the related Purchase Contract Agreement(s), as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Company, in any case whether imposed by any court or governmental or regulatory body having jurisdiction over the Company.

 

With respect to any Securities consisting of Units, we have further assumed that (i) each component of such Units will be authorized, validly issued and fully paid (to the extent applicable) as contemplated by the Registration Statement and the applicable Unit Agreement, if any; (ii) such Units will be issued and delivered after due authorization, execution and delivery by the Company of a Unit Agreement relating to the Units; (iii) all terms of such Units shall have been established in accordance with the provisions of such Unit Agreement(s); (iv) such Units shall have been duly executed, issued and delivered in accordance with the provisions of such Unit Agreement(s); (v) such Units and the related Unit Agreement(s), as executed and delivered, do not violate any law applicable to the Company or result in a default under or breach of any

 

5



 

agreement or instrument binding upon the Company; and (vi) such Units and the related Unit Agreement(s), as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Company, in any case whether imposed by any court or governmental or regulatory body having jurisdiction over the Company.

 

To the extent that the obligations of the Company under a Depositary Agreement may be dependent on such matters, we further have assumed for purposes of this opinion letter that the Depositary under each Depositary Agreement (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to engage in activities contemplated by such Depositary Agreement; (iii) has duly authorized, executed and delivered such Depositary Agreement and such Depositary Agreement constitutes the legally valid and binding obligation of such Depositary enforceable against such Depositary in accordance with its terms; (iv) is in compliance, with respect to acting as a trustee under such Depositary Agreement, with all applicable laws and regulations; and (v) has the requisite organizational and legal power and authority to perform its obligations under such Depositary Agreement.

 

To the extent that the obligations of the Company or a Guarantor under an Indenture may be dependent on such matters, we further have assumed for purposes of this opinion letter that the Trustee under each Indenture (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to engage in activities contemplated by such Indenture; (iii) has duly authorized, executed and delivered such Indenture and such Indenture constitutes the legally valid and binding obligation of such Trustee enforceable against such Trustee in accordance with its terms; (iv) is in compliance, with respect to acting as a trustee under such Indenture, with all applicable laws and regulations; and (v) has the requisite organizational and legal power and authority to perform its obligations under such Indenture.

 

To the extent that the obligations of the Company under any Warrant or Warrant Agreement may be dependent on such matters, we further have assumed for purposes of this opinion letter that the Warrant Agent under each Warrant Agreement (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to engage in the activities contemplated by such Warrant Agreement; (iii) has duly authorized, executed and delivered such Warrant Agreement and such Warrant Agreement constitutes the legally valid and binding obligation of such Warrant Agent enforceable against such Warrant Agent in accordance with its terms; (iv) is in compliance, with respect to acting as a Warrant Agent under such Warrant Agreement, with all applicable laws and regulations; and (v) has the requisite organizational and legal power and authority to perform its obligations under such Warrant Agreement.

 

To the extent that the obligations of the Company under any Stock Purchase Contracts or Purchase Contract Agreement may be dependent on such matters, we further have assumed for purposes of this opinion letter that the Purchase Contract Agent under each Purchase Contract Agreement (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to engage in the activities contemplated by such Purchase Contract Agreement; (iii) has duly authorized, executed and delivered such Purchase

 

6



 

Contract Agreement and such Purchase Contract Agreement constitutes the legally valid and binding obligation of such Purchase Contract Agent enforceable against such Purchase Contract Agent in accordance with its terms; (iv) is in compliance, with respect to acting as a Purchase Contract Agent under such Purchase Contract Agreement, with all applicable laws and regulations; and (v) has the requisite organizational and legal power and authority to perform its obligations under such Purchase Contract Agreement.

 

To the extent that the obligations of the Company under any Unit or Unit Agreement may be dependent on such matters, we further have assumed for purposes of this opinion letter that the Unit Agent under each Unit Agreement (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to engage in the activities contemplated by such Unit Agreement; (iii) has duly authorized, executed and delivered such Unit Agreement and such Unit Agreement constitutes the legally valid and binding obligation of such Unit Agent enforceable against such Unit Agent in accordance with its terms; (iv) is in compliance, with respect to acting as a Unit Agent under such Unit Agreement, with all applicable laws and regulations; and (v) has the requisite organizational and legal power and authority to perform its obligations under such Unit Agreement.

 

The opinions set forth in numbered paragraphs 3 through 8 above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors, (ii) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable remedies), regardless of whether considered in a proceeding at law or in equity, and (iii) the effect of public policy considerations that may limit the rights of the parties to obtain further remedies.

 

This opinion letter has been prepared solely for your use in connection with the transmitting for filing of the Registration Statement on the date of this opinion letter and should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without our prior written consent.

 

We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the reference to our firm therein and in the Prospectus and any Prospectus Supplement under the caption “Legal Matters.”  In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

 

7



 

Schedule I

to

Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

 

Subsidiaries

 

DC Financial, LLC

DG eCommerce, LLC

DG Logistics, LLC

DG Louisiana, LLC

DG Promotions, Inc.

DG Retail, LLC

DG Strategic I, LLC

DG Strategic II, LLC

DG Strategic VI, LLC

DG Strategic VII, LLC

DG Strategic VIII, LLC

DG Transportation, Inc.

Dolgen I, Inc.

Dolgen II, Inc.

Dolgen III, Inc.

Dolgen California, LLC

Dolgen Midwest, LLC

Dolgencorp of New York, Inc.

Dolgencorp of Texas, Inc.

Dolgencorp, LLC

Dollar General Partners

Retail Property Investments, LLC

Retail Risk Solutions, LLC

South Boston FF&E, LLC

South Boston Holdings, Inc.

Sun-Dollar, L.P.

 




Exhibit 12.1

 

Dollar General Corporation

Ratio of Earnings to Fixed Charges, Combined Fixed Charges and Preferred Stock Dividends(1)

 

 

 

Fiscal Year Ended

 

 

 

January 30,
2009

 

January 29,
2010

 

January 28,
2011

 

February 3,
2012(2)

 

February 1,
2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings(3):

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

194.4

 

$

552.1

 

$

985.0

 

$

1,225.3

 

$

1,497.4

 

Fixed Charges, exclusive of capitalized interest

 

513.7

 

505.7

 

471.5

 

437.7

 

409.1

 

 

 

$

708.1

 

$

1,057.8

 

$

1,456.5

 

$

1,663.0

 

$

1,906.5

 

Fixed Charges(3):

 

 

 

 

 

 

 

 

 

 

 

Interest charged to expense

 

$

391.9

 

$

345.7

 

$

274.2

 

$

205.0

 

$

127.9

 

Interest factor on rental expense(4)

 

121.8

 

160.0

 

197.3

 

232.7

 

281.2

 

 

 

513.7

 

505.7

 

471.5

 

437.7

 

409.1

 

Interest capitalized

 

 

 

 

1.5

 

0.6

 

 

 

$

513.7

 

$

505.7

 

$

471.5

 

$

439.2

 

$

409.7

 

Ratio of earnings to fixed charges

 

1.4x

 

2.1x

 

3.1x

 

3.8x

 

4.7x

 

 


(1)          During the periods indicated, we had no outstanding shares of preferred stock. Accordingly, our historical ratio of earnings to fixed charges, combined fixed charges and preferred stock dividends is the same as our ratio of earnings to fixed charges in all periods.

(2)          The fiscal year ended February 3, 2012 was comprised of 53 weeks.

(3)          For purposes of computing the ratio of earnings to fixed charges, (a) earnings consist of income (loss) before income taxes, plus fixed charges less capitalized expenses related to indebtedness (amortization expense for capitalized interest is not significant) and (b) fixed charges consist of interest expense (whether expensed or capitalized), the amortization of debt issuance costs and discounts related to indebtedness, and the interest portion of rent expense.

(4)          The portion of rent expense representative of interest is based on the present value of the future lease payments discounted at 10%.

 




Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Dollar General Corporation for the registration of its Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Stock Purchase Contracts, Units and Guarantees of Debt Securities and to the incorporation by reference therein of our reports dated March 25, 2013, with respect to the consolidated financial statements of Dollar General Corporation, and the effectiveness of internal control over financial reporting of Dollar General Corporation, included in its Annual Report (Form 10-K) for the year ended February 1, 2013, filed with the Securities and Exchange Commission.

 

 

/s/ Ernst & Young LLP

 

 

Nashville, Tennessee

 

March 25, 2013

 

 


 



EXHIBIT 24.1

 

POWERS OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned, in their capacities as directors and/or officers of Dollar General Corporation and/or certain of its subsidiaries as set forth beneath their signatures below (collectively the “Registrants”), do hereby constitute and appoint David M. Tehle, Susan S. Lanigan and John W. Feray, or any of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for me and in my name, place and stead, to sign in any and all capacities (including, without limitation, the capacities listed below) the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements of the Registrants, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grant to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to enable the Registrants to comply with the provisions of the Securities Act of 1933, as amended, and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

 

 

 

/s/ RAJ AGRAWAL

 

Name:

Raj Agrawal

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

 

 

 

/s/ WARREN F. BRYANT

 

Name:

Warren F. Bryant

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

 

 

 

/s/ MICHAEL M. CALBERT

 

Name:

Michael M. Calbert

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 



 

 

 

/s/ SANDRA COCHRAN

 

Name:

Sandra Cochran

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

 

 

 

/s/ RICHARD DREILING

 

Name:

Richard Dreiling

 

Title:

Director; Chairman of the Board and Chief Executive Officer of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

 

 

 

/s/ PATRICIA FILI-KRUSHEL

 

Name:

Patricia Fili-Krushel

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

 

 

 

/s/ ADRIAN JONES

 

Name:

Adrian Jones

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 



 

 

 

/s/ WILLIAM C. RHODES, III

 

Name:

William C. Rhodes, III

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

 

 

 

/s/ DAVID B. RICKARD

 

Name:

David B. Rickard

 

Title:

Director of Dollar General Corporation, the Managing Member of DC Financial, LLC; the Sole Member of DG eCommerce, LLC, DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 



 

 

 

/s/ DAVID M. TEHLE

 

Name:

David M. Tehle

 

Title:

Executive Vice President and Chief Financial Officer of Dollar General Corporation, Dolgencorp, LLC and DG Logistics, LLC, and Director of DG Transportation, Inc., the Sole Member of DG Logistics, LLC

 

 

 

 

 

Executive Vice President and Chief Financial Officer of Dollar General Corporation, the Managing Member of DC Financial, LLC and DG eCommerce, LLC; the Sole Member of DG Strategic I, LLC, DG Strategic II, LLC, DG Strategic VI, LLC, a General Partner of Dollar General Partners, DG Strategic VII, LLC, DG Strategic VIII, LLC, Dolgen California, LLC and Retail Risk Solutions, LLC; and the Sole Member of the Sole Member of Dolgen Midwest, LLC

 

 

 

 

 

Director of DG Promotions, Inc., a General Partner of Dollar General Partners and the Sole Member of DG Retail, LLC, and of Dolgencorp of Texas, Inc.

 

 

 

 

 

Executive Vice President, Chief Financial Officer and Director of DG Transportation, Inc., Dolgen I, Inc., Dolgen II, Inc., Dolgen III, Inc. and Dolgencorp of New York, Inc.

 

 

 

 

 

Vice President, Chief Financial Officer and Manager of Retail Property Investments, LLC

 

 

 

 

 

Vice President, Chief Financial Officer and Director of South Boston Holdings, Inc., the Sole General Partner of Sun-Dollar L.P., the Sole Member of South Boston FF&E, LLC

 



 

 

 

/s/ STEVEN R. DECKARD

 

Name:

Steven R. Deckard

 

Title:

President of DG Louisiana, LLC

 

 

 

 

 

Chief Executive Officer of DG Promotions, Inc. and Dolgencorp of Texas, Inc.

 

 

 

 

 

Chief Executive Officer of DG Retail, LLC, DG Strategic VI, LLC and DG Promotions, Inc., the General Partners of Dollar General Partners

 

 

 

 

 

 

 

 

/s/ ANITA C. ELLIOTT

 

Name:

Anita C. Elliott

 

Title:

Manager of Retail Property Investments, LLC

 

 

 

 

 

Director of South Boston Holdings, Inc., the Sole General Partner of Sun-Dollar, L.P., the Sole Member of South Boston FF&E, LLC

 

 

 

 

 

 

 

 

/s/ JOHN W. FERAY

 

Name:

John W. Feray

 

Title:

Senior Vice President and Chief Financial Officer of DG Louisiana, LLC, DG Promotions, Inc., and Dolgencorp of Texas, Inc.

 

 

 

 

 

Senior Vice President and Chief Financial Officer of DG Strategic VI, LLC and DG Promotions, the General Partners of Dollar General Partners, and DG Retail, LLC

 

 

 

 

 

 

 

 

/s/ SUSAN S. LANIGAN

 

Name:

Susan S. Lanigan

 

Title:

Director of Dolgen I, Inc., Dolgen II, Inc., Dolgen III, Inc., Dolgencorp of New York, Inc., Dolgencorp of Texas, Inc., DG Transportation, Inc., the Sole Member of DG Logistics, LLC, and DG Promotions, Inc., a General Partner of Dollar General Partners and the Sole Member of DG Retail, LLC

 



 

 

 

/s/ ROBERT D. RAVENER

 

Name:

Robert D. Ravener

 

Title:

Director of Dolgen I, Inc., Dolgen II, Inc., Dolgen III, Inc., Dolgencorp of New York, Inc., Dolgencorp of Texas, Inc., DG Transportation, Inc., the Sole Member of DG Logistics, LLC and DG Promotions, Inc., a General Partner of Dollar General Partners and the Sole Member of DG Retail, LLC

 

 

 

 

 

 

 

 

/s/ JAMES P. SMITS

 

Name:

James P. Smits

 

Title:

Manager of DG Louisiana, LLC and Dolgencorp, LLC

 

 

 

 

 

 

 

 

/s/ BARBARA SPRINGER

 

Name:

Barbara Springer

 

Title:

Treasurer of DG Logistics, LLC, DG Louisiana, LLC, DG Transportation, Inc., Dolgen I, Inc., Dolgen II, Inc., Dolgen III, Inc., Dolgencorp of New York, Inc., Dolgencorp, LLC, Retail Property Investments, LLC and South Boston Holdings, Inc., Sole General Partner of Sun-Dollar, L.P.

 

 

 

 

 

 

 

 

/s/ ROBERT R. STEPHENSON

 

Name:

Robert R. Stephenson

 

Title:

Manager of DG Louisiana, LLC and Dolgencorp, LLC

 

 

 

 

 

 

 

 

/s/ TODD VASOS

 

Name:

Todd Vasos

 

Title:

Chief Executive Officer and Chief Manager of DG Logistics, LLC