CITY OF COMMERCE, Calif.,
Dec. 5, 2011 /PRNewswire/
-- 99-Cent Only Stores® (NYSE:NDN) (the "Company"), Number
Holdings, Inc. ("Parent") and affiliates of Ares Management LLC and
the Canada Pension Plan Investment Board (together, the "Sponsors")
today announced that Number Merger Sub, Inc. ("Merger Sub"), a
subsidiary of Parent controlled by the Sponsors, intends to
commence an offering through a private placement, subject to market
and other conditions, on or about December
5, 2011, of $250 million in
aggregate principal amount of senior notes due 2019 (the "Notes").
The Notes are being issued in connection with the previously
announced acquisition (the "Acquisition") of the Company by the
Sponsors through the merger of Merger Sub with and into the
Company. Upon consummation of the acquisition, the Company will
assume all of the obligations of Merger Sub under the
Notes.
(Logo: http://photos.prnewswire.com/prnh/20110214/LA47195LOGO-a)
The proceeds of the offering will be deposited into an escrow
account. Upon release from escrow, the Company and the Sponsors
expect that the net proceeds of the offering will be used to
partially fund the previously announced Acquisition. The release of
the proceeds from escrow is contingent, among other things, on the
completion of the Acquisition.
The Notes are being offered in a private placement, to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and outside the United
States in accordance with Regulation S under the Securities
Act. The Notes have not been registered under the Securities
Act or the securities laws of any other jurisdiction and may not be
offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. Any offers of the
securities will be made only by means of a private offering
memorandum.
About 99-Cent Only
Stores®
Founded in 1982, 99-Cent Only
Stores® operates 291 extreme value retail stores consisting of 214
stores in California, 36 in
Texas, 28 in Arizona, and 13 in Nevada including three stores opened during
the current quarter. 99-Cent Only
Stores® emphasizes quality name-brand consumables, priced at an
excellent value, in convenient, attractively merchandised
stores. Over half of the Company's sales come from food
and beverages, including produce, dairy, deli and frozen foods,
along with organic and gourmet foods.
About Ares Management LLC
Ares Management LLC ("Ares Management") is a global alternative
asset manager and SEC registered investment adviser with
approximately $43 billion of
committed capital under management and approximately 450 employees
as of September 30, 2011. The firm is
headquartered in Los Angeles with
professionals also located across the
United States, Europe and
Asia and has the ability to invest
in all levels of a company's capital structure — from senior debt
to common equity. The firm's investment activities are managed by
dedicated teams in its Private Equity, Private Debt and Capital
Markets investment platforms. Ares Management was built upon the
fundamental principle that each platform benefits from being part
of the greater whole. This multi-asset class synergy provides its
professionals with insights into industry trends across the globe,
access to significant deal flow and the ability to assess relative
value.
The Ares Private Equity Group pursues majority or shared-control
investments, principally in middle market companies with strong
business franchises and in situations where its capital can serve
as a catalyst for growth. Ares' senior partners average more than
20 years of experience investing in, controlling, advising, and
restructuring companies.
For additional information, visit www.aresmgmt.com.
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board ("CPPIB") is a professional
investment management organization that invests the funds not
needed by the Canada Pension Plan to pay current benefits on behalf
of 17 million Canadian contributors and beneficiaries. In order to
build a diversified portfolio of CPP assets, CPPIB invests in
public equities, private equities, real estate, inflation-linked
bonds, infrastructure and fixed income instruments. Headquartered
in Toronto, with offices in
London and Hong Kong, CPPIB is governed and managed
independently of the Canada Pension Plan and at arm's length from
governments. At September 30, 2011,
the CPP Fund totaled C$152 billion,
of which C$25 billion was invested in
private equity. For more information about CPPIB, please visit
www.cppib.ca.
Forward-Looking Statements
Statements that describe the objectives, expectations, plans or
goals of the Company, the Sponsors or their respective affiliates
are forward-looking statements, including, without limitation,
statements relating to the completion of the
transaction. There are a number of risks and
uncertainties that could cause actual results or events to differ
materially from these forward-looking statements, including the
following: (1) the Company may be unable to obtain shareholder
approval as required for the transaction; (2) conditions to the
closing of the transaction may not be satisfied; (3) the
transaction may involve unexpected costs, liabilities or delays;
(4) the business of the Company may suffer as a result of
uncertainty surrounding the transaction; (5) the outcome of any
legal proceedings related to the transaction; (6) the Company may
be adversely affected by other economic, business, and/or
competitive factors; (7) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
transaction agreement; (8) the ability to recognize benefits of the
transaction; (9) risks that the transaction disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the transaction; and (10) other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. If the transaction is consummated, our public
shareholders will cease to have any equity interest in the Company
and will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of
the Company are set forth in its filings with the Securities and
Exchange Commission, including its recent filings on Forms 10-K,
10-Q and 8-K, including, but not limited to, those described in the
Company's Annual Report on Form 10-K for the fiscal year ended
April 2, 2011, and the Quarterly
Reports on Form 10-Q for the quarterly periods ended July 2, 2011 and October
1, 2011.
CONTACT: Ana
Gamez, +1-323-881-1247
SOURCE 99-Cent Only Stores