Summary of DOLLAR GENERAL CORP

Entry into a Material Definitive Agreement, Other Events, Financial Statement

Item 1.01 Entry into a Material Definitive Agreement.

On September 27, 2012, Dollar General Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of September 27, 2012, with certain selling shareholders, including Buck Holdings, L.P. ("Buck Holdings" and, collectively, the "Selling Shareholders"), Citigroup Global Markets Inc., Goldman, Sachs & Co. and KKR Capital Markets LLC (the "Underwriters") with respect to a registered underwritten public offering of 36,000,000 shares of the Company's common stock, $0.875 par value per share (the "Common Stock"), at a public offering price of $51.75 per share, to be sold by the Selling Shareholders. The Underwriting Agreement grants the Underwriters a 30-day option to purchase up to an additional 5,400,000 shares of Common Stock from Buck Holdings. The secondary offering of 36,000,000 shares was completed on October 3, 2012.

The sale of the Common Stock by the Selling Shareholders was made pursuant to the Company's Registration Statement on Form S-3, as amended (Registration No. 333-165800) (the "Registration Statement"), including a prospectus supplement dated September 27, 2012 (the "Prospectus Supplement") to the prospectus contained therein dated March 31, 2010 (the "Base Prospectus"), filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, and a free writing prospectus dated September 27, 2012, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 433 under the Securities Act of 1933, as amended.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Common Stock, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

Goldman, Sachs & Co. and an affiliate of Kohlberg Kravis Roberts & Co. L.P. acted as Underwriters for the secondary offering. Kohlberg Kravis Roberts & Co. L.P. and Goldman, Sachs & Co., through their investment in Buck Holdings, L.P., are significant shareholders of the Company.

Certain of the Underwriters or their affiliates perform and have performed commercial and investment banking and advisory services for the Company from time to time for which they receive and have received customary fees and expenses. The Underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business for which they will receive fees and expenses.

Item 8.01 Other Events.

In connection with the offering by the Selling Shareholders of the Common Stock, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed herewith in order to be incorporated by reference into the Registration Statement, the Base Prospectus and/or the Prospectus Supplement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K), (ii) the opinion of counsel with respect to the validity of the Common Stock sold in the offering (Exhibit 5.1 to this Current Report on Form 8-K) and (iii) certain information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement (Exhibit 99.1 to this Current Report on Form 8-K).