Item 1.01 Entry into a Material Definitive Agreement.

In connection with its previously announced $500 million common stock repurchase program, on September 25, 2012 Dollar General Corporation (the "Company") entered into a Share Repurchase Agreement with Buck Holdings, L.P. to repurchase from it approximately $250 million in shares of common stock of the Company. The closing of the transaction contemplated by the Share Repurchase Agreement is conditioned upon the receipt of the consent of the requisite lenders under the Company's senior secured credit facilities and the consummation of a contemplated underwritten secondary offering of shares of common stock of the Company by certain selling shareholders at a price per share equal to the price to the public in the secondary offering less underwriting discounts and commissions. In connection with the transaction contemplated by the Share Repurchase Agreement, Buck Holdings, L.P. has agreed to reimburse the Company for any fees incurred in obtaining the consent of the requisite lenders under its senior secured credit facilities. The Company expects to fund the transaction contemplated by the Share Repurchase Agreement with borrowings under its asset-based revolving credit facility.

Buck Holdings, L.P. is a significant shareholder of the Company. The membership interests of Buck Holdings, L.P. are held by a private investor group, including affiliates of each of Kohlberg Kravis Roberts & Co. L.P. and Goldman, Sachs & Co. and other equity investors.

The above description of the Share Repurchase Agreement is merely a summary. The Share Repurchase Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, should be read in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See Exhibit Index immediately following the signature page hereto.

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