CITY OF COMMERCE, Calif.,
Dec. 29, 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 the closing of the
offering of $250 million aggregate
principal amount of 11% senior notes due 2019 (the "Notes") in a
private placement by Number Merger Sub, Inc. ("Merger Sub"), a
subsidiary of Parent controlled by the Sponsors. The Notes were
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 the consummation of the
Acquisition, which we expect to occur in January 2012, the Company will assume all of the
obligations of Merger Sub and certain subsidiaries of the Company
will guarantee such obligations under the Notes.
(Logo:
http://photos.prnewswire.com/prnh/20110214/LA47195LOGO-a)
The proceeds of the offering have been 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 Acquisition. The release of the proceeds from
escrow is contingent on, among other things, the consummation of
the Acquisition.
The Notes were offered in a private placement to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933 (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 292 extreme value retail stores consisting of 214
stores in California, 36 in
Texas, 29 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
Acquisition. 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 Acquisition; (2) conditions to the
closing of the Acquisition may not be satisfied; (3) the
Acquisition may involve unexpected costs, liabilities or delays;
(4) the business of the Company may suffer as a result of
uncertainty surrounding the Acquisition; (5) the outcome of any
legal proceedings related to the Acquisition; (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
merger agreement entered into in connection with the Acquisition;
(8) the ability to recognize benefits of the Acquisition; (9) risks
that the Acquisition disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
Acquisition; and (10) other risks to consummation of the
Acquisition, including the risk that the Acquisition will not be
consummated within the expected time period or at
all. If the Acquisition 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: Angela Thurstan,
+1-323-881-1272
SOURCE 99-Cent Only Stores