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Table of Contents

Registration No. 333-          


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



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



DOLLAR TREE, INC.
(Exact Name of Registrant as Specified in Its Charter)



Virginia
(State of Incorporation)
  5331
(Primary Standard Industrial
Classification Code Number)
  26-2018846
(IRS Employer
Identification No.)

500 Volvo Parkway
Chesapeake, Virginia 23320
Telephone: (757) 321-5000

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



William A. Old, Jr.
Chief Legal Officer
500 Volvo Parkway
Chesapeake, Virginia 23320
(757) 321-5419

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)



With a copy to:

Daniel A. Neff, Esq.
Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

 

James C. Snyder, Jr.
Senior Vice President
General Counsel and Secretary
Family Dollar Stores, Inc.
10401 Monroe Road
Mathews, NC 28105
(704) 847-6961

 

Ethan A. Klingsberg, Esq.
Paul M. Tiger, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000



            Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

            If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

            If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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 post-effective amendment filed pursuant to Rule 462(d) 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

            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. (Check one):

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

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

            Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

            Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered

  Proposed maximum
offering price per
unit

  Proposed maximum
aggregate offering
price

  Amount of
registration fee

 

Common stock, par value $0.01 per share

  36,122,595(1)   N/A   $1,908,453,331.24(2)   $245,808.79(3)

 

(1)
Represents the estimated maximum number of shares of common stock, par value $0.01 per share, of the registrant ("Dollar Tree common stock") to be issued upon completion of the merger described in the proxy statement/prospectus contained herein (the "merger") and is based upon the number of shares of common stock, par value $0.10 per share, of Family Dollar ("Family Dollar common stock") outstanding as of August 5, 2014 plus the number of Family Dollar common stock reserved for issuance under various equity plans in respect of outstanding equity awards as of August 5, 2014 that may be issued in the future pursuant to the terms of the merger agreement, and the exchange of each such share of Family Dollar common stock for 0.3036 shares of Dollar Tree common stock, which is the maximum exchange ratio under the merger agreement.

(2)
Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (x) $75.64 (the average of the high and low prices of Family Dollar common stock as reported on the New York Stock Exchange on August 4, 2014, less the cash consideration to be paid in the merger of $59.60 per share and (y) 118,980,881, the estimated maximum number of shares of Family Dollar common stock that may be exchanged for the merger consideration, including shares reserved for issuance under various equity plans and shares that may be issued in the future pursuant to the terms of the merger agreement.

(3)
Computed in accordance with Rule 457(f) under the Securities Act to be $245,808.79, which is equal to 0.0001288 multiplied by the proposed maximum aggregate offering price of $1,908,453,331.24.



            The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

   


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The information in this proxy statement/prospectus is not complete and may be changed. Dollar Tree may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and Dollar Tree is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED [        ]

GRAPHIC

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[            ]

Dear Stockholder:

        On July 27, 2014, Family Dollar Stores, Inc., or Family Dollar, and Dollar Tree, Inc., or Dollar Tree, entered into an Agreement and Plan of Merger (which we refer to as the merger agreement) that provides for the acquisition of Family Dollar by Dollar Tree. Under the terms of the merger agreement, a subsidiary of Dollar Tree will merge with and into Family Dollar with Family Dollar surviving the merger as a wholly owned subsidiary of Dollar Tree.

        If the merger is completed, you will be entitled to receive for each share of Family Dollar common stock an amount equal to $59.60 in cash plus a number of shares of Dollar Tree common stock equal to the exchange ratio set forth in the merger agreement, which we refer to as the exchange ratio. The exchange ratio depends on the volume weighted average of the trading price of Dollar Tree common stock on the Nasdaq Global Select Market, which we refer to as the Nasdaq, on each of the 20 consecutive Nasdaq trading days ending on the trading day that is three trading days prior to the date of the merger, which we refer to as the average stock price. If the average stock price is greater than $49.08 and less than $59.98 per share, the exchange ratio will be the quotient of $14.90 divided by the average stock price. If the average stock price is greater than or equal to $59.98, the exchange ratio will be 0.2484. If the average stock price is less than or equal to $49.08, the exchange ratio will be 0.3036. Dollar Tree common stock is traded on the Nasdaq under the trading symbol "DLTR" and we encourage you to obtain quotations for shares of Dollar Tree common stock, given that part of the merger consideration is payable in shares of Dollar Tree common stock.

        The merger cannot be completed unless Family Dollar stockholders holding at least a majority of the shares of Family Dollar common stock outstanding as of the close of business on [            ], the record date for the special meeting, vote in favor of the adoption of the merger agreement at the special meeting.

        The special meeting of Family Dollar stockholders will be held on [            ] at [            ], at [            ] local time.

        Family Dollar's board of directors unanimously recommends that Family Dollar stockholders vote "FOR" adoption of the merger agreement and "FOR" the approval of the other matters to be considered at the Family Dollar special meeting. In considering the recommendation of the board of directors of Family Dollar, you should be aware that certain directors and executive officers of Family Dollar will have interests in the merger that may be different from, or in addition to, the interests of Family Dollar stockholders generally. See the section entitled "Interests of Family Dollar's Directors and Executive Officers in the Merger" beginning on page [      ] of the accompanying proxy statement/prospectus.

        This proxy statement/prospectus describes the special meeting of Family Dollar, the merger, the documents relating to the merger and other related matters. Please read carefully the entire proxy statement/prospectus, including the section entitled "Risk Factors" beginning on page [    ], for a discussion of the risks relating to the proposed merger, and the Annexes and documents incorporated by reference.

  Howard R. Levine
Chairman of the Board and
Chief Executive Officer

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER OR OTHER TRANSACTIONS DESCRIBED IN THE ATTACHED PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER UNDER THE ATTACHED PROXY STATEMENT/ PROSPECTUS NOR HAVE THEY DETERMINED IF THE ATTACHED PROXY STATEMENT/ PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        The accompanying proxy statement/prospectus is dated [            ] and is first being mailed to Family Dollar stockholders on or about [            ].


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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder:

        You are cordially invited to attend a special meeting of Family Dollar stockholders. The special meeting will be held on [                ], at [                ] local time, at [                ], to consider and vote upon the following matters:

    1.
    a proposal to adopt the Agreement and Plan of Merger, dated as of July 27, 2014, as it may be amended from time to time, by and among Family Dollar Stores, Inc., a Delaware corporation, Dollar Tree, Inc., a Virginia corporation, and Dime Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Dollar Tree, Inc.

    2.
    a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger contemplated by the merger agreement; and

    3.
    a proposal for adjournment of the special meeting, if necessary or appropriate, from time to time, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        The record date for the special meeting is [                ]. Only stockholders of record as of the close of business on [                ] are entitled to notice of, and to vote at, the special meeting. All stockholders of record as of that date are cordially invited to attend the special meeting in person. Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Family Dollar common stock entitled to vote thereon. The proposal to approve the merger-related executive compensation requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon; however, such vote is advisory (non-binding) only. The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present.

        Family Dollar's board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Family Dollar and its stockholders, and unanimously recommends that Family Dollar stockholders vote "FOR" adoption of the merger agreement, "FOR" the proposal to approve the merger-related executive compensation and "FOR" the proposal to approve adjournment of the special meeting if there are insufficient votes at the time of the special meeting to adopt the merger agreement. In considering the recommendation of the board of directors of Family Dollar, you should be aware that certain directors and executive officers of Family Dollar will have interests in the merger that may be different from, or in addition to, the interests of Family Dollar stockholders generally. See the section entitled "Interests of Family Dollar's Directors and Executive Officers in the Merger" beginning on page [    ] of the accompanying proxy statement/prospectus.

        Under Delaware law, holders of record of Family Dollar common stock who do not vote in favor of adoption of the merger agreement have the right to seek appraisal of the fair value of their shares of stock if the merger is completed, but only if they follow the procedures and satisfy the conditions prescribed by Delaware law. To exercise appraisal rights, holders of record of Family Dollar common stock must strictly follow the procedures and satisfy the conditions prescribed by Delaware law, including, among other things, submitting a written demand for appraisal to Family Dollar before the vote is taken on the adoption of the merger agreement, and they must not vote in favor of adoption of the merger agreement. These procedures are summarized in the accompanying proxy statement/prospectus in the section entitled "Appraisal Rights of Family Dollar Stockholders" beginning on page [    ] of this proxy statement/prospectus, and the text of the applicable provisions of Delaware law as in effect with respect to this transaction is included as Annex E to the accompanying proxy statement/prospectus.


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        Your vote is very important, regardless of the number of shares of Family Dollar common stock that you own. We cannot complete the merger unless Family Dollar's stockholders adopt the merger agreement.

        Even if you plan to attend the special meeting in person, Family Dollar requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Family Dollar common stock will be represented at the special meeting if you are unable to attend. If you hold your shares in "street name" through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the special meeting in person or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of Family Dollar common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

        WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

  By Order of the Board of Directors,

 

James C. Snyder, Jr.
Senior Vice President
General Counsel and Secretary

Matthews, North Carolina
Dated: [                        ]


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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about Family Dollar and Dollar Tree, from other documents that Family Dollar and Dollar Tree have filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus. This information is available for you to review at the SEC's public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC's website at www.sec.gov.

        You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Family Dollar, without charge, by telephone or written request directed to: Corporate Secretary at Family Dollar Stores, Inc., P.O. Box 1017, Charlotte, NC, 28201-1017, Telephone (704) 708-1974; or MacKenzie Partners, Inc., Family Dollar's proxy solicitor at (212) 929-5500 or toll-free (800) 322-2885.

        You may also request a copy of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Dollar Tree, without charge, by telephone or written request directed to: Corporate Secretary at Dollar Tree, Inc., 500 Volvo Parkway, Chesapeake, Virginia, 23320, Telephone (757) 321-5000.

        In order for you to receive timely delivery of the documents in advance of the special meeting of Family Dollar stockholders to be held on [    ], you must request the information no later than five business days prior to the date of the special meeting, by [                ].


ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form S-4 filed with the SEC by Dollar Tree (File No. 333-[                    ]), constitutes a prospectus of Dollar Tree under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of common stock, par value $0.01 per share, of Dollar Tree, which we refer to as Dollar Tree common stock, to be issued to Family Dollar stockholders pursuant to the Agreement and Plan of Merger, dated as of July 27, 2014, by and among Family Dollar, Dollar Tree and Dime Merger Sub, Inc. as it may be amended from time to time, which we refer to as the merger agreement. This document also constitutes a proxy statement of Family Dollar under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting, at which Family Dollar stockholders will be asked to consider and vote upon the adoption of the merger agreement.

        Dollar Tree has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Dollar Tree, and Family Dollar has supplied all such information relating to Family Dollar.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Dollar Tree and Family Dollar have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated [                    ], and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Family Dollar stockholders nor the issuance by Dollar Tree of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.


TABLE OF CONTENTS

 
   
 
Page

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

  1

SUMMARY

  12

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF DOLLAR TREE

  23

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FAMILY DOLLAR

  25

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

  27

COMPARATIVE PER SHARE DATA

  28

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

  30

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE

  35

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

  42

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  44

RISK FACTORS

  45

INFORMATION ABOUT THE SPECIAL MEETING

  54

Time, Place and Purpose of the Special Meeting

  54

Record Date and Quorum

  54

Vote Required

  54

Proxies and Revocations

  56

Anticipated Date of Completion of the Merger

  57

Solicitation of Proxies; Payment of Solicitation Expenses

  57

Questions and Additional Information

  57

THE PARTIES TO THE MERGER

  58

THE MERGER

  59

Per Share Merger Consideration

  59

Background of the Merger

  60

Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger

  72

Opinion of Family Dollar's Financial Advisor

  77

Certain Unaudited Prospective Financial Information

  91

Financing of the Merger

  93

Closing and Effective Time

  94

Regulatory Approvals

  95

Accounting Treatment

  96

Nasdaq Market Listing

  96

Delisting and Deregistration of Family Dollar Common Stock

  96

Dollar Tree's Dividend Policy

  96

Board of Dollar Tree Following the Merger

  96

Litigation Related to the Merger

  96

i


 
   
 
Page

THE MERGER AGREEMENT

  97

Explanatory Note Regarding the Merger Agreement

  97

Effective Time, Effects of the Merger; Organizational Documents of the Surviving Company; Directors and Officers

  97

Exchange and Payment Procedures

  99

Treatment of Family Dollar Equity Awards

  101

Termination of the Family Dollar Employee Stock Purchase Plan

  101

Representations and Warranties

  102

Conduct of Businesses of Family Dollar and Dollar Tree Prior to Completion of the Merger

  104

No Solicitation

  107

No Change in Recommendation or Entry into Company Acquisition Agreement

  109

Financing

  111

Access to Information

  111

Expenses

  111

Employee Matters

  112

Indemnification and Insurance

  112

Conditions to Completion of the Merger

  113

Termination of the Merger Agreement

  114

Amendment and Modification

  116

Jurisdiction; Specific Enforcement

  116

Voting and Support Agreements

  117

ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED COMPENSATION FOR FAMILY DOLLAR'S NAMED EXECUTIVE OFFICERS

  118

Additional Narrative Description of Arrangements

  120

Vote Required and Board of Directors Recommendation

  120

ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES

  122

INTERESTS OF FAMILY DOLLAR'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

  123

Equity Compensation and Annual Cash Bonus Awards

  123

Employment, Severance and Retention Agreements

  124

Indemnification; Directors' and Officers' Insurance

  127

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

  128

COMPARISON OF STOCKHOLDERS' RIGHTS

  131

General

  131

APPRAISAL RIGHTS OF FAMILY DOLLAR STOCKHOLDERS

  142

VALIDITY OF COMMON STOCK

  147

EXPERTS

  148

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Page

CERTAIN BENEFICIAL OWNERS OF FAMILY DOLLAR COMMON STOCK

  149

Security Ownership of Directors and Named Executive Officers

  149

Security Ownership of Other Beneficial Owners

  151

HOUSEHOLDING OF PROXY MATERIALS

  153

WHERE YOU CAN FIND MORE INFORMATION

  154

Annex A

  Agreement and Plan of Merger, dated as of July 27, 2014, by and among Family Dollar Stores, Inc., Dollar Tree Inc. and Dime Merger Sub, Inc.    A-1

Annex B

  Voting and Support Agreement, dated as of July 27, 2014, by and among Dollar Tree, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund, L.P., Trian Partners Master Fund (ERISA), L.P., Trian Fund Management, L.P. and Edward P. Garden   B-1

Annex C

  Voting and Support Agreement, dated as of July 27, 2014, by and among Dollar Tree, Inc. and Howard R. Levine, Declaration of Trust between Leon Levine, Grantor, and Leon Levine, Trustee, dated July 12, 1971 for the benefit of Howard Russell Levine and Trust Agreement between Leon Levine, Grantor, and Bank of America, N.A. (formerly North Carolina National Bank), Trustee, dated October 6, 1972 for the benefit of Howard Russell Levine.    C-1

Annex D

  Opinion of Morgan Stanley & Co. LLC   D-1

Annex E

  General Corporation Law of the State of Delaware, Section 262   E-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

        The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Family Dollar stockholder. Please refer to the section entitled "Summary" beginning on page [    ] of this proxy statement/prospectus and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to in this proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus.

Q:
Why am I receiving this proxy statement/prospectus and proxy card?

A:
Family Dollar has agreed to be acquired by Dollar Tree under the terms of the merger agreement that are described in this proxy statement/prospectus. If the merger agreement is adopted by Family Dollar stockholders and the other conditions to closing under the merger agreement are satisfied or waived, Dime Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Dollar Tree, which we refer to as merger sub, will merge with and into Family Dollar, with Family Dollar, which we sometimes refer to as the surviving company, surviving the merger as a wholly owned subsidiary of Dollar Tree.

    Family Dollar is holding the special meeting to ask its stockholders to consider and vote upon a proposal to adopt the merger agreement. Family Dollar stockholders are also being asked to consider and vote upon (i) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger, and (ii) a proposal to grant authority to proxy holders to vote in favor of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

    This proxy statement/prospectus includes important information about the merger, the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and the special meeting. Family Dollar stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the special meeting in person.

Q:
Does my vote matter?

A:
Yes. The merger cannot be completed unless the merger agreement is adopted by the Family Dollar stockholders. For stockholders, if you fail to submit a proxy or vote in person at the special meeting, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote "AGAINST" the adoption of the merger. The Family Dollar board unanimously recommends that stockholders vote "FOR" the adoption of the merger agreement.

Q:
What is the vote required to approve each proposal at the Family Dollar special meeting?

A:
The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Family Dollar common stock entitled to vote thereon. Shareholders holding approximately [      ]% of the outstanding shares of Family Dollar common stock as of the record date have agreed to vote for the merger (see the section titled "The Merger Agreement—Voting and Support Agreements" which begins on page [    ]). Because the affirmative vote required to adopt the merger agreement is based upon the total number of outstanding shares of

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    Family Dollar common stock, if you fail to submit a proxy or vote in person at the special meeting, or vote to abstain, or you hold your shares through a bank, brokerage firm or other nominee and you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

    The proposal to approve certain compensation arrangements for Family Dollar's named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon; however, such vote is advisory (non-binding) only. If your shares of Family Dollar common stock are present at the special meeting but your shares are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of a vote "AGAINST" the compensation proposal. If you fail to submit a proxy and fail to attend the special meeting, or if you hold your shares through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Family Dollar common stock, your shares of Family Dollar common stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the merger-related executive compensation except to the extent it results in there being insufficient shares present at the meeting to establish a quorum.

    The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present. If your shares of Family Dollar common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of a vote "AGAINST" adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. If you fail to submit a proxy and fail to attend the special meeting or if your shares of Family Dollar common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Family Dollar common stock, your shares of Family Dollar common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

    See the section entitled "Information About the Special Meeting—Record Date and Quorum" beginning on page [    ] of this proxy statement/prospectus.

Q:
How does the Family Dollar board recommend that I vote at the special meeting?

A:
The board of directors of Family Dollar, which we refer to as the Family Dollar board, unanimously recommends that Family Dollar stockholders vote "FOR" the adoption of the merger agreement, "FOR" the approval, by advisory (non-binding) vote, of certain compensation arrangements for Family Dollar's named executive officers in connection with the merger and "FOR" adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. See the section entitled "The Merger—Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger" beginning on page [    ] of this proxy statement/prospectus.

Q:
What will I receive if the merger is completed?

A:
If the merger is completed, each share of Family Dollar common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive

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    $59.60 in cash, plus a number of shares of Dollar Tree common stock equal to the exchange ratio set forth in the merger agreement and defined below, which we refer to as the exchange ratio.

Q:
What is the exchange ratio?

A:
The exchange ratio is used to determine the number of shares of Dollar Tree common stock Family Dollar stockholders will be entitled to receive for each share of Family Dollar common stock they hold. The exchange ratio is established in accordance with the merger agreement and depends on the volume weighted average of the trading price of Dollar Tree common stock on the Nasdaq Global Select Market, which we refer to as the Nasdaq, on each of the 20 consecutive Nasdaq trading days ending on the trading day that is three trading days prior to the date of the merger, which we refer to as the average stock price. If the average stock price is greater than $49.08 and less than $59.98 per share, the exchange ratio will be the quotient obtained by dividing $14.90 by the average stock price. If the average stock price is greater than or equal to $59.98, the exchange ratio will be 0.2484. If the average stock price is less than or equal to $49.08, the exchange ratio will be 0.3036. Accordingly, the actual number of shares and the value of Dollar Tree common stock delivered to Family Dollar stockholders will depend on the average stock price. See the section entitled "The Merger—Per Share Merger Consideration" beginning on page [    ] of this proxy statement/prospectus for a chart illustrating a range of potential values of the exchange ratio and of the stock portion of the per share merger consideration at varying average stock price values.

Q:
What is the value of the per share merger consideration?

A:
The exact value of the per share merger consideration that Family Dollar stockholders receive will depend on the price per share of Dollar Tree common stock at the time of the merger and the number of shares received will depend on the average price per share at which Dollar Tree common stock trades during a period leading up to the merger. Those prices will not be known at the time of the special meeting and may be less than the current price or the price at the time of the special meeting. Based on the closing stock price of Dollar Tree common stock on the Nasdaq on July 25, 2014, the last trading day before public announcement of the merger, of $54.22, and assuming that price was the average stock price, the applicable exchange ratio would be 0.2748 and the value of the per share merger consideration would be $74.50 for each share of Family Dollar common stock. Based on the closing stock price of Dollar Tree common stock on the Nasdaq on [      ], the latest practicable date before the mailing of this proxy statement/prospectus, of $[    ], and assuming that such price was the average stock price, the applicable exchange ratio would be [      ] and the value of the per share merger consideration would be $[      ] for each share of Family Dollar common stock. We urge you to obtain current market quotations for shares of Dollar Tree common stock and Family Dollar common stock.

Q:
What happens if I am eligible to receive a fraction of a share of Dollar Tree common stock as part of the per share merger consideration?

A:
If the aggregate number of shares of Dollar Tree common stock that you are entitled to receive as part of the per share merger consideration includes a fraction of a share of Dollar Tree common stock, you will receive cash in lieu of that fractional share. See the section entitled "The Merger Agreement—Effects of the Merger on Capital Stock" beginning on page [    ] of this proxy statement/prospectus.

Q:
What will holders of Family Dollar equity awards receive in the merger?

A:
Stock Options.    At the effective time of the merger, which we refer to as the effective time, each option to purchase shares of Family Dollar common stock that is outstanding immediately prior to

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    the effective time (which we refer to as a Family Dollar option) will be converted at the effective time into an option to purchase, on the same substantive terms and conditions as were applicable to such Family Dollar option, the number of shares of Dollar Tree common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of Family Dollar common stock subject to the Family Dollar option by the award exchange ratio (as defined below), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per share exercise price of the Family Dollar option by the award exchange ratio. The award exchange ratio is the sum of (i) the exchange ratio and (ii) the quotient of the cash consideration divided by Dollar Tree's average stock price.

    Performance Share Rights.    At the effective time, each outstanding award of performance share rights in respect of Family Dollar common stock (which we refer to as a Family Dollar performance share right award) will be converted into the right to receive the merger consideration (without interest and less any applicable tax withholding) with respect to each share subject to the performance share right award. The number of shares subject to the Family Dollar performance share right award will be determined by multiplying (i) the number of shares of Family Dollar common stock deemed to be earned under the performance share right award based on the greater of the deemed achievement of all relevant performance goals at target level and the actual level of achievement of all relevant performance goals against target as of Family Dollar's last fiscal quarter end preceding the effective time, by (ii) a fraction, the numerator of which is the number of days within the performance period of the performance share right award that have elapsed prior to the closing date of the merger and the denominator of which is the total number of days within the performance period of such performance share right award. The number of shares of Dollar Tree common stock issued in respect of the Family Dollar performance share right awards will be rounded down to the nearest whole number.

    Restricted Stock Unit Awards.    At the effective time, each outstanding restricted stock unit, other than any Family Dollar performance share right award (which we refer to as a Family Dollar restricted stock unit award), will be converted, on the same substantive terms and conditions as were applicable under such Family Dollar restricted stock unit award immediately prior to the effective time, into a restricted stock unit award in respect of the number of shares of Dollar Tree common stock (rounded to the nearest whole share), determined by multiplying (i) the number of shares of Family Dollar common stock subject to the Family Dollar restricted stock unit award by (ii) the award exchange ratio.

Q:
What will happen to Family Dollar as a result of the merger?

A:
If the merger is completed, merger sub will be merged with and into Family Dollar, with Family Dollar continuing as the surviving company and a wholly owned subsidiary of Dollar Tree. As a result of the merger, Family Dollar will no longer be a publicly held company. Following the merger, Family Dollar common stock will be delisted from the New York Stock Exchange, which we refer to as the NYSE, and deregistered under the Exchange Act.

Q:
What equity stake will Family Dollar stockholders hold in Dollar Tree immediately following the merger?

A:
Based on the number of issued and outstanding shares of Dollar Tree common stock and Family Dollar common stock as of [          ], and based on the minimum and maximum potential exchange ratios of 0.2484 and 0.3036, respectively, holders of shares of Family Dollar common stock as of immediately prior to the closing of the merger will hold, in the aggregate, between approximately [      ]% and [      ]% of the issued and outstanding shares of Dollar Tree common stock immediately following the closing of the merger. The exact number of shares of Dollar Tree common stock that

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    will be issued in the merger will not be determined until the exchange ratio is set, which will not be determined until the date of the merger is known.

Q:
When do you expect the merger to be completed?

A:
Subject to the satisfaction or waiver of the closing conditions described under the section entitled, "The Merger Agreement—Conditions to Completion of the Merger" beginning on page [    ] of this proxy statement/prospectus, including the adoption of the merger agreement by Family Dollar stockholders at the special meeting, Dollar Tree and Family Dollar expect that the merger will be completed by early 2015. However, it is possible that factors outside the control of both companies could result in the merger being completed at a different time or not at all.

Q:
What are the material United States federal income tax consequences of the merger to Family Dollar stockholders?

A:
If you are a U.S. holder (as such term is defined below under "Material United States Federal Income Tax Consequences"), the receipt of the merger consideration in exchange for shares of Family Dollar common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for the merger consideration pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For a more detailed discussion of the material U.S. federal income tax consequences of the merger to Family Dollar stockholders, please see the section titled "Material United States Federal Income Tax Consequences" which begins on page [    ].

Q:
Who can vote at the special meeting?

A:
All holders of record of Family Dollar common stock as of the close of business on [    ], the record date for the special meeting, which we refer to as the record date, are entitled to receive notice of, and to vote at, the special meeting. Each holder of Family Dollar common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Family Dollar common stock that such holder owned of record as of the record date.

Q:
When and where is the special meeting?

A:
The special meeting will be held on [    ], at [      ] local time, at [          ]. To gain admittance to the special meeting, please detach and retain the admission ticket attached to your proxy card. If your shares of Family Dollar common stock are held through a bank, brokerage firm or other nominee, please bring evidence that you own Family Dollar common stock to the special meeting and we will provide you with an admission ticket. If you received your special meeting materials electronically and wish to attend the meeting, please follow the instructions provided for attendance. A form of government-issued photo ID will be required to enter the special meeting. For additional information about the special meeting, see the section entitled "Information About the Special Meeting" beginning on page [    ] of this proxy statement/prospectus.

Q:
How will I receive the merger consideration to which I am entitled?

A:
After receiving the proper documentation from you, following the effective time, the exchange agent will forward to you the Dollar Tree common stock and cash to which you are entitled. More information on the documentation you are required to deliver to the exchange agent may be found under the caption "The Merger Agreement—Exchange and Payment Procedures" beginning on page [    ] of this proxy statement/prospectus.

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Q:
Will my shares of Dollar Tree common stock acquired in the merger receive a dividend?

A:
After the closing of the merger, as a holder of Dollar Tree common stock you will receive the same dividends on shares of Dollar Tree common stock that all other holders of shares of Dollar Tree common stock will receive with any dividend record date that occurs after the merger is completed.

    Former Family Dollar stockholders who hold Family Dollar stock certificates will not be entitled to be paid dividends otherwise payable on the shares of Dollar Tree common stock into which their shares of Family Dollar common stock are exchangeable until they surrender their Family Dollar stock certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their Family Dollar stock certificates subject to abandoned property laws.

    Dollar Tree does not currently pay regular quarterly dividends and does not anticipate paying dividends on its common stock in the foreseeable future. Any payment of dividends by Dollar Tree would require approval by the Dollar Tree board and the board may change its dividend policy at any time. See "Comparative Per Share Market Price and Dividend Information" beginning on page [    ] for a comparison of the historical dividend practices of the two companies.

Q:
What am I being asked to vote on at the special meeting?

A:
You are being asked to consider and vote upon (i) a proposal to adopt the merger agreement, (ii) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger and (iii) a proposal for adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Q:
Why am I being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger?

A:
Under SEC rules, Family Dollar is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

Q:
What will happen if Family Dollar stockholders do not approve the compensation proposal?

A:
Approval of the compensation that may be paid or become payable to Family Dollar's named executive officers that is based on, or otherwise relates to, the merger is not a condition to completion of the merger. The vote is an advisory vote and will not be binding on Family Dollar or the surviving company in the merger. If the merger is completed, the merger-related compensation may be paid to Family Dollar's named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if Family Dollar stockholders do not approve, by advisory (non-binding) vote, the merger-related compensation.

Q:
Do any of Family Dollar's directors or executive officers have interests in the merger that may differ from those of Family Dollar stockholders?

A:
Family Dollar's directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Family Dollar stockholders. The members of Family Dollar's board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Family Dollar

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    stockholders adopt the merger agreement. For a description of these interests, refer to the section entitled "Interests of Family Dollar's Directors and Executive Officers in the Merger" beginning on page [    ] of this proxy statement.

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
If your shares of Family Dollar common stock are registered directly in your name with the transfer agent of Family Dollar, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Family Dollar or to a third party to vote at the special meeting.

    If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name," and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting; however, you may not vote these shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:
If my shares of Family Dollar common stock are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:
Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Family Dollar common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Family Dollar common stock. In accordance with the rules of the NYSE, banks, brokerage firms and other nominees who hold shares of Family Dollar common stock in street name for their customers have authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the adoption of the merger agreement, the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation, and adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares. A so-called "broker non-vote" results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote "AGAINST" the adoption of the merger agreement, and will not have an effect on the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation (except to the extent there are insufficient shares present at the meeting to establish a quorum) or on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

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Q:
How many votes do I have?

A:
Each Family Dollar stockholder is entitled to one vote for each share of Family Dollar common stock held of record as of the record date. As of the close of business on the record date, there were [        ] outstanding shares of Family Dollar common stock.

Q:
What constitutes a quorum for the special meeting?

A:
The presence, in person or represented by proxy, of holders of a majority of all of the outstanding shares of Family Dollar common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are considered present for purposes of establishing a quorum.

Q:
How do I vote?

A:
Stockholder of Record.    If you are a stockholder of record, you may have your shares of Family Dollar common stock voted on the matters to be presented at the special meeting in any of the following ways:

by touch-tone telephone or over the Internet, by accessing the telephone number or Internet website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Proxies delivered over the internet or by telephone must be submitted by 11:59pm the day before the special meeting. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

in person—you may attend the special meeting and cast your vote there.

    Beneficial Owner.    If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

Q:
How can I change or revoke my vote?

A:
You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the special meeting and voting in person, or by giving written notice of revocation to Family Dollar prior to the time the special meeting begins. Written notice of revocation should be mailed to: Corporate Secretary at Family Dollar Stores, Inc., P.O. Box 1017, Charlotte, NC, 28201-1017.

Q:
If a stockholder gives a proxy, how are the shares of Family Dollar common stock voted?

A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Family Dollar common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Family Dollar common stock should be voted "FOR" or "AGAINST" or to "ABSTAIN" from voting on all, some or none of the specific items of business to come before the special meeting.

    If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted "FOR"

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    the adoption of the merger agreement, "FOR" the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation, and "FOR" adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Q:
What should I do if I receive more than one set of voting materials?

A:
If you hold shares of Family Dollar common stock in "street name" and also directly as a record holder or otherwise or if you hold shares of Family Dollar common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Family Dollar common stock are voted. If you hold your shares in "street name" through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:
What happens if I sell my shares of Family Dollar common stock before the special meeting?

A:
The record date is earlier than both the date of the special meeting and the effective time. If you transfer your shares of Family Dollar common stock after the record date but before the special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the special meeting but will transfer the right to receive the per share merger consideration to the person to whom you transfer your shares. In order to receive the per share merger consideration, you must hold your shares at the effective time.

Q:
Who will solicit and pay the cost of soliciting proxies?

A:
Family Dollar has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting. Family Dollar estimates that it will pay MacKenzie Partners, Inc. a fee of approximately $60,000. Family Dollar has agreed to reimburse MacKenzie Partners, Inc. for certain out-of-pocket fees and expenses and also will indemnify MacKenzie Partners, Inc. against certain losses, claims, damages, liabilities or expenses. Family Dollar also may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Family Dollar common stock. Family Dollar's directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:
What do I need to do now?

A:
Even if you plan to attend the special meeting in person, after carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy promptly to ensure that your shares are represented at the special meeting. If you hold your shares of Family Dollar common stock in your own name as the stockholder of record, you may submit a proxy to have your shares of Family Dollar common stock voted at the special meeting in one of three ways:

by touch-tone telephone or over the Internet, by accessing the telephone number or Internet website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Proxies delivered over the Internet or by telephone must be submitted by 11:59pm the day before the special meeting. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

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    by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

    in person—you may attend the special meeting and cast your vote there.

    If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

Q:
Should I send in my stock certificates now?

A:
No, please do NOT return your stock certificate(s) with your proxy. If the merger agreement is adopted by Family Dollar stockholders and the merger is completed, and you hold physical stock certificates, you will be sent a letter of transmittal as promptly as reasonably practicable after the completion of the merger describing how you may exchange your shares of Family Dollar common stock for the per share merger consideration. If your shares of Family Dollar common stock are held in "street name" through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your "street name" shares of Family Dollar common stock in exchange for the per share merger consideration.

Q:
Are there any voting agreements in place with Family Dollar stockholders?

A:
Yes.    In connection with the merger agreement, Dollar Tree entered into voting and support agreements with each of Howard R. Levine, who we refer to as Mr. Levine, and Trian Fund Management, L.P., which we refer to as Trian, and certain Family Dollar stockholders affiliated with such persons, to, among other things, vote their shares of Family Dollar common stock in favor of the merger, the adjournment proposal if there are not sufficient votes to adopt the merger agreement and against any proposals for an alternative business combination transaction or which would be reasonably likely to prevent, materially impede or materially delay the merger, in each case subject to the terms and conditions of such agreements, which we refer to as the voting and support agreements. As of the record date, the voting and support agreements covered [            ] shares of Family Dollar common stock, or approximately [    ]% of the outstanding shares of Family Dollar common stock. Copies of the voting and support agreements are attached as Annex B and Annex C to this proxy statement/prospectus.

Q:
Where can I find the voting results of the special meeting?

A:
The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Family Dollar intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:
Am I entitled to exercise appraisal rights instead of receiving the per share merger consideration for my shares of Family Dollar common stock?

A:
Stockholders are entitled to appraisal rights under Section 262 of the Delaware General Corporation Law, which we refer to as the DGCL, provided they follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section entitled "Appraisal Rights of Family Dollar Stockholders" beginning on page [    ] of this proxy statement/prospectus. In addition, a copy of Section 262 of the DGCL is attached as Annex E to this proxy statement/prospectus. Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to, exercise appraisal rights.

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Q:
Are there any risks that I should consider in deciding whether to vote for the adoption of the merger agreement?

A:
Yes.    You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page [    ] of this proxy statement/prospectus. You also should read and carefully consider the risk factors of Dollar Tree and Family Dollar contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:
What are the conditions to completion of the merger?

A:
In addition to the approval of the merger proposal by Family Dollar stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, the accuracy of representations and warranties under the merger agreement (subject to the materiality standards set forth in the merger agreement), Dollar Tree's and Family Dollar's performance of their respective obligations under the merger agreement in all material respects and the absence of a material adverse effect (as described in the merger agreement) on Family Dollar following July 27, 2014. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page [    ], of this proxy statement/prospectus.

Q:
What happens if the merger is not completed?

A:
If the merger agreement is not adopted by Family Dollar stockholders or if the merger is not completed for any other reason, Family Dollar stockholders will not receive any consideration for their shares of Family Dollar common stock. Instead, Family Dollar will remain an independent public company, Family Dollar common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act. If the merger agreement is terminated because the Family Dollar stockholders' meeting (as it may be adjourned or postponed) concludes without the Family Dollar stockholder approval being obtained, whether or not a competing offer is involved, Family Dollar is required to pay Dollar Tree an amount equal to Dollar Tree's out-of-pocket expenses incurred in connection with the merger agreement and the merger in an amount not to exceed $90 million. Family Dollar is required to pay Dollar Tree a termination fee of $305 million (less any payment paid in respect of Dollar Tree's out-of-pocket expenses pursuant to the preceding sentence) if the merger agreement is terminated in certain other circumstances. See the section entitled "The Merger Agreement—Termination of the Merger Agreement—Termination Fee" beginning on page [    ] of this proxy statement/prospectus.

Q:
Who can help answer any other questions I have?

A:
If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Family Dollar common stock, or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact MacKenzie Partners, Inc., Family Dollar's proxy solicitor, by calling toll-free at (800) 322-2885.

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SUMMARY

        The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you as a Family Dollar stockholder. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to in this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus.

Parties to the Merger (Page [    ])

Family Dollar

    P.O. Box 1017, 10401 Monroe Road
    Charlotte, North Carolina 28201-1017
    (704) 847-6961

        Family Dollar, a Delaware corporation, operates a chain of more than 8,100 general merchandise retail discount stores in 46 states, providing value-conscious consumers with a selection of competitively priced merchandise in convenient neighborhood stores. Its merchandise assortment includes Consumables, Home Products, Apparel and Accessories, and Seasonal and Electronics. Family Dollar sells merchandise at prices that generally range from less than $1 to $10.

        Family Dollar common stock is currently listed on the NYSE under the symbol "FDO."

Dollar Tree

    500 Volvo Parkway
    Chesapeake, Virginia 23320
    (757) 321-5000

        Dollar Tree, a Virginia corporation, is the leading operator of discount variety stores offering merchandise at the fixed price of $1.00. Dollar Tree believes the variety and value of products it sells for $1.00 sets it apart from its competitors. Dollar Tree operates over 5,160 discount variety retail stores under the names of Dollar Tree, Deal$, Dollar Tree Deal$, Dollar Tree Canada, Dollar Giant and Dollar Bills. In approximately 4,950 of these stores, Dollar Tree sells substantially all items for $1.00 or less in the United States and $1.25(CAD) or less in Canada. In substantially all of the remaining stores, operating as Deal$, Dollar Tree sells items for $1.00 or less but also sell items for more than $1.00.

        Dollar Tree common stock is listed on the Nasdaq under the symbol "DLTR."

Dime Merger Sub, Inc.

    c/o Dollar Tree, Inc.
    500 Volvo Parkway
    Chesapeake, Virginia 23320
    (757) 321-5000

        Dime Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Dollar Tree, was formed solely for the purpose of facilitating the merger. Merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. By operation of the merger, merger sub will be merged with and into Family Dollar, with Family Dollar surviving the merger as a wholly owned subsidiary of Dollar Tree.

 

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The Merger and the Merger Agreement

        The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

        Pursuant to the merger agreement, merger sub will merge with and into Family Dollar. After the effective time, Family Dollar will be the surviving company and a wholly owned subsidiary of Dollar Tree.

Per Share Merger Consideration (Page [    ])

        Upon completion of the merger, each issued and outstanding share of Family Dollar common stock other than shares owned by Dollar Tree or Family Dollar, or by stockholders that have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL, will be converted into the right to receive (i) an amount equal to $59.60 in cash plus (ii) a number of shares of Dollar Tree common stock equal to the exchange ratio, which we refer to together as the per share merger consideration. The exchange ratio depends on the volume weighted average of the trading prices of Dollar Tree common stock on the Nasdaq on each of the 20 consecutive Nasdaq trading days ending on the trading day that is three trading days prior to the effective time, which we refer to as the average stock price. If the average stock price is greater than $49.08 and less than $59.98 per share, the exchange ratio will be the quotient of $14.90 divided by the average stock price. If the average stock price is greater than or equal to $59.98, the exchange ratio will be 0.2484. If the average stock price is less than or equal to $49.08, the exchange ratio will be 0.3036.

Treatment of Family Dollar Equity Awards (Page [    ])

Treatment of Family Dollar Stock Options

        Each Family Dollar option that is outstanding immediately prior to the effective time will be will be converted at the effective time into an option to purchase, on the same substantive terms and conditions as were applicable to such Family Dollar option, the number of shares of Dollar Tree common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of Family Dollar common stock subject to the Family Dollar option by the award exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per share exercise price of the Family Dollar option by the award exchange ratio. The award exchange ratio is the sum of (i) the exchange ratio and (ii) the quotient of the cash consideration divided by the Dollar Tree trading price.

Treatment of Performance Share Rights

        At the effective time, each outstanding Family Dollar performance share right award will be converted into the right to receive the merger consideration (without interest and less any applicable tax withholding) with respect to each share subject to the performance share right award. The number of shares subject to the Family Dollar performance share right award will be determined by multiplying (i) the number of shares of Family Dollar common stock deemed to be earned under the performance share right award based on the greater of the deemed achievement of all relevant performance goals at target level and the actual level of achievement of all relevant performance goals against target as of Family Dollar's last fiscal quarter end preceding the effective time, by (ii) a fraction, the numerator of which is the number of days within the performance period of the performance share right award that have elapsed prior to the closing date of the merger and the denominator of which is the total number of days within the performance period of such performance share right award. The number of shares of Dollar Tree common stock issued in respect of the Family Dollar performance share right awards will be rounded down to the nearest whole number.

 

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Treatment of Restricted Stock Unit Awards

        At the effective time, each outstanding Family Dollar restricted stock unit will be converted, on the same substantive terms and conditions as were applicable under such Family Dollar restricted stock unit award immediately prior to the effective time, into a restricted stock unit award in respect of the number of shares of Dollar Tree common stock (rounded to the nearest whole share), determined by multiplying (i) the number of shares of Family Dollar common stock subject to the Family Dollar restricted stock unit award by (ii) the award exchange ratio.

Financing of the Merger (Page [    ])

        Dollar Tree anticipates that the funds needed to complete the transactions will be derived from a combination of (i) available cash on hand of Dollar Tree and (ii) third-party debt financing, which we refer to as the debt financing, which may include some combination of the following: a senior secured revolving credit facility, a senior secured term loan credit facility, a senior unsecured bridge loan facility and/or the issuance of senior unsecured notes or other debt securities.

        On July 27, 2014, Dollar Tree obtained a debt commitment letter, which was amended and restated on August 8, 2014, and which we refer to as the debt commitment letter, from JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Wells Fargo Bank, National Association, WF Investment Holdings, LLC, Bank of America, N.A., Royal Bank of Canada and U.S. Bank National Association, which we refer to collectively as the commitment parties, pursuant to which JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., Royal Bank of Canada and U.S. Bank National Association have agreed to provide a $1.25 billion senior secured revolving credit facility, a $5.40 billion senior secured term loan credit facility and a $2.80 billion senior unsecured bridge loan facility (which we refer to collectively as the facilities). The bridge loan facility will only be drawn to the extent Dollar Tree is unable to raise such amounts by issuing senior unsecured notes or other debt securities at or prior to the closing of the merger.

        Each commitment party's commitments with respect to the facilities and each commitment party's agreements to perform the services described in the debt commitment letter, will automatically terminate on the earliest of (i) April 28, 2015 (or July 28, 2015 if the end date (as defined in the merger agreement, see the section entitled "The Merger Agreement—Termination of the Merger Agreement—Termination" on page [    ] of this proxy statement/prospectus) is extended to July 27, 2015), (ii) the termination of the merger agreement in accordance with its terms, or (iii) as to any facility, the consummation of the merger without the use of such facility.

        The definitive documentation governing the debt financing has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement/prospectus. Although the debt financing described in this proxy statement/prospectus is not subject to due diligence or a "market out," such financing may not be considered assured. The obligation of the commitment parties to provide debt financing under the debt commitment letter is subject to a number of conditions. There is a risk that these conditions will not be satisfied and the debt financing may not be available when required. In the event that the facilities are not available to Dollar Tree on the terms set forth in the debt commitment letter or Dollar Tree anticipates that the facilities will not be available on the terms set forth in the debt commitment letter due to the failure of a condition thereto or for any other reason, Dollar Tree has the right under the merger agreement to seek alternative financing. As of the date of this proxy statement/prospectus, no such alternative financing has been arranged. Dollar Tree's obligation to complete the merger is not conditioned upon the receipt of any financing.

 

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Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger (Page [    ])

        In reaching its decision to approve, and declare advisable, the merger agreement and resolving that it recommends that Family Dollar's stockholders adopt the merger agreement, the Family Dollar board of directors, as described in the section entitled "The Merger—Background of the Merger" beginning on page [            ] of this proxy statement/prospectus, held a number of meetings, consulted with Family Dollar's management and its legal and financial advisors, and considered a number of factors, including those listed in "The Merger—Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger" beginning on page [            ] of this proxy statement/prospectus. The Family Dollar board of directors unanimously recommends that Family Dollar stockholders vote "FOR" adoption of the merger agreement and "FOR" the approval of the other matters to be considered at the Family Dollar special meeting.

Opinion of Family Dollar's Financial Advisor (Page [    ])

Opinion of Morgan Stanley & Co. LLC

        Morgan Stanley & Co. LLC, which is referred to as Morgan Stanley, was retained by the Family Dollar board of directors to act as its financial advisor in connection with the proposed merger. On July 27, 2014, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Family Dollar board of directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of Morgan Stanley's written opinion to the Family Dollar board of directors, dated July 27, 2014, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex D. The foregoing summary of Morgan Stanley's opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley's opinion, this section and the summary of Morgan Stanley's opinion below carefully and in their entirety. Morgan Stanley's opinion was for the benefit of the Family Dollar board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley's opinion was not intended to, and does not, constitute advice or a recommendation as to how Family Dollar's stockholders should vote at any stockholders' meeting to be held in connection with the merger or take any other action with respect to the merger.

Information About the Special Meeting (Page [    ])

Time, Place and Purpose of the Special Meeting (Page [    ])

        The special meeting to consider and vote upon the adoption of the merger agreement, which we refer to as the special meeting, will be held on [      ], at [          ] local time, at [        ].

 

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        At the special meeting, Family Dollar stockholders will be asked to consider and vote upon (i) a proposal to adopt the merger agreement, (ii) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger and (iii) a proposal for adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Record Date and Quorum (Page [    ])

        You are entitled to receive notice of, and to vote at, the special meeting if you are an owner of record of shares of Family Dollar common stock as of the close of business on [        ], the record date. On the record date, there were [        ] shares of Family Dollar common stock outstanding and entitled to vote. You will have one vote on all matters properly coming before the special meeting for each share of Family Dollar common stock that you owned on the record date.

        The presence, in person or represented by proxy, of holders of a majority of all of the outstanding shares of Family Dollar common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are considered as present for purposes of establishing a quorum.

Vote Required (Page [    ])

        The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Family Dollar common stock entitled to vote thereon. Votes to abstain will not be counted as votes cast in favor of the adoption of the merger agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting or you vote to abstain, this will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

        The proposal to approve certain compensation arrangements for Family Dollar's named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon; however, such vote is advisory (non-binding) only. If your shares of Family Dollar common stock are present at the special meeting but your shares are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of a vote "AGAINST" the merger-related executive compensation proposal. If you fail to submit a proxy and fail to attend the special meeting, or if you hold your shares through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Family Dollar common stock, your shares of Family Dollar common stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the merger-related executive compensation, except to the extent it results in there being insufficient shares present at the meeting to establish a quorum.

        The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present. If your shares of Family Dollar common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of a vote "AGAINST" adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. If you fail to submit a proxy and fail to attend the special meeting or if your shares of Family Dollar common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Family Dollar common

 

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stock, your shares of Family Dollar common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        As of the record date, and including shares owned by Mr. Levine and Trian, the directors and executive officers of Family Dollar and their affiliates beneficially owned and were entitled to vote approximately [          ] shares of Family Dollar common stock representing approximately [    ]% of the shares of Family Dollar common stock outstanding on that date. Mr. Levine and his affiliates and Trian and its affiliates, each of which is associated with one of Family Dollar's directors (or in the case of Mr. Levine, is a director) and as of the record date had the right to vote, in the case of Mr. Levine and his affiliates, approximately [      ] or [    ]% of the outstanding shares of Family Dollar common stock, or in the case of Trian and its affiliates, approximately [      ] or [    ]%, of the outstanding shares of Trian common stock, have agreed, subject to certain exceptions, to vote their shares of Family Dollar common stock in favor of the merger and in favor of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. For further information, see "The Merger Agreement—Voting and Support Agreements." Copies of the voting and support agreements are attached as Annex B and Annex C to this proxy statement/prospectus.

Proxies and Revocations (Page [    ])

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope or may vote in person by appearing at the special meeting. If your shares of Family Dollar common stock are held in "street name" through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Family Dollar common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of Family Dollar common stock will not be voted on the adoption of the merger agreement, which will have the same effect as a vote "AGAINST" the adoption of the merger agreement, and your shares of Family Dollar common stock will not have an effect on the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation (other than to the extent resulting in failure to establish a quorum) or on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the special meeting and voting in person, or by giving written notice of revocation to Family Dollar prior to the time the special meeting begins. Written notice of revocation should be mailed to: Corporate Secretary at Family Dollar Stores, Inc., P.O. Box 1017, Charlotte, NC, 28201-1017.

Interests of Family Dollar's Directors and Executive Officers in the Merger (Page [    ])

        Directors and executive officers of Family Dollar have certain interests in the merger that may be different from or in addition to the interests of Family Dollar stockholders and Dollar Tree stockholders generally. These interests include, among others, the treatment of outstanding equity awards pursuant to the merger agreement, potential severance benefits and other payments, and rights to ongoing indemnification and insurance coverage by the surviving company for acts or omissions occurring prior to the merger. The Family Dollar board was aware of and considered those interests, among other matters, in reaching its decisions to (i) approve the merger and the other transactions contemplated thereby, (ii) adopt, approve and declare advisable the merger agreement, and (iii) resolve to recommend the adoption of the merger agreement to Family Dollar stockholders. See the section

 

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entitled "Interests of Family Dollar's Directors and Executive Officers in the Merger" beginning on page [            ] of this proxy statement/prospectus for a more detailed description of these interests.

Regulatory Approvals (Page [    ])

        Completion of the merger is conditioned upon the expiration of the applicable waiting period under the HSR Act. Dollar Tree and Family Dollar each filed their respective HSR Act notification forms on August 8, 2014 and the 30-day waiting period will expire at 11:59pm on September 8, 2014, unless terminated early or otherwise extended.

        Subject to the terms of the merger agreement, Family Dollar and Dollar Tree have agreed to cooperate with each other and to use their respective reasonable best efforts to obtain all regulatory approvals required to complete the merger. Dollar Tree has agreed, solely to the extent necessary or advisable to receive termination or expiration of the waiting period under the HSR Act so as to permit the closing to occur by the end date (as defined in the merger aggreement, see the section entitled "The Merger Agreement—Termination of the Merger Agreement—Termination" on page [    ] of this proxy statement/prospectus), to propose, negotiate, effect and agree to the sale, divestiture, license, holding separate, and other disposition of and restriction on retail stores of Dollar Tree and its subsidiaries, including the surviving company and its subsidiaries, and effective on or after the effective time of the merger. However, in no event will Dollar Tree be required to propose, negotiate, effect and agree to sell, divest, license, hold separate, dispose or otherwise subject to restriction an aggregate of more than 500 retail stores of Dollar Tree and its subsidiaries, including the surviving company and its subsidiaries.

Appraisal Rights of Family Dollar Stockholders (Page [    ])

        Family Dollar stockholders of record have appraisal rights under the DGCL in connection with the merger. Family Dollar stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder. Any shares of Family Dollar common stock held by a Family Dollar stockholder as of the record date who has not voted in favor of the adoption of the merger agreement and who has demanded appraisal for such shares in accordance with the DGCL will not be converted into a right to receive the merger consideration, unless such Family Dollar stockholder fails to perfect, withdraws or otherwise loses such stockholder's appraisal rights under the DGCL. If, after the consummation of the merger, such holder of Family Dollar common stock fails to perfect, withdraws or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the consummation of the merger into a right to receive the merger consideration. The relevant provisions of the DGCL are included as Annex E to this proxy statement/prospectus.

        You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising your appraisal rights, Family Dollar stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in the loss of appraisal rights. See the section entitled "Appraisal Rights of Family Dollar Stockholders" beginning on page [    ] of this proxy statement/prospectus for additional information and the text of Section 262 of the DGCL reproduced in its entirety as Annex E to this proxy statement/prospectus.

 

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Conditions to Completion of the Merger (Page [    ])

        In addition to the approval of the merger proposal by Family Dollar stockholders and the expiration or termination of the applicable waiting period under the HSR Act, each as described above, each party's obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other conditions including the effectiveness of this Form S-4, approval of the listing on the Nasdaq of the Dollar Tree common stock to be issued in the merger, the absence of an injunction prohibiting the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects, delivery of officer certificates by the other party certifying satisfaction of the two preceding conditions, and in the case of Dollar Tree's obligations to complete the merger, the absence of a material adverse effect (as described in the merger agreement) on Family Dollar since July 27, 2014.

        Neither Family Dollar nor Dollar Tree can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the sections entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page [    ] of this proxy statement/prospectus.

No Solicitation (Page [    ])

        As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the exceptions summarized below, Family Dollar has agreed not to (1) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or proposals regarding a company takeover proposal (as described in the merger agreement), (2) engage in, continue or participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of encouraging or facilitating, a company takeover proposal or (3) enter into any agreement regarding any company takeover proposal.

        However before adoption of the merger agreement by the Family Dollar stockholders, Family Dollar is permitted to, following receipt of a company takeover proposal that is unsolicited and that the Family Dollar board of directors determines is, or is reasonably expected to lead to, a superior proposal, (1) furnish information with respect to it and its subsidiaries to the party making the company takeover proposal and its representatives under the terms of a confidentiality agreement no less restrictive than the one between Family Dollar and Dollar Tree, provided that Family Dollar must concurrently provide to Dollar Tree any non-public information concerning Family Dollar or any of its subsidiaries that is provided to such person or its representatives unless such non-public information has previously been provided to Dollar Tree, and (2) participate in discussions and negotiations regarding the company takeover proposal. Family Dollar is permitted to take the actions described above only if its board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

No Change in Recommendation or Entry into Company Acquisition Agreement (Page [    ])

        Subject to certain exceptions described below, the Family Dollar board of directors may not:

    (1) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Dollar Tree, its recommendation to the Family Dollar stockholders to adopt the merger agreement or (2) adopt, approve or recommend to stockholders of Family Dollar, or publicly propose to adopt, approve or recommend to stockholders of Family Dollar, a company takeover proposal (we refer to any action described in (1) or (2) as a company adverse recommendation change); or

 

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    Authorize, cause or permit Family Dollar or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to any company takeover proposal (which we refer to as a company acquisition agreement).

Fiduciary Exception

        However, at any time before the Family Dollar stockholder approval is obtained, but not after it is obtained, if (i) the Family Dollar board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, the Family Dollar board of directors may make a company adverse recommendation change under clause (1) of that definition solely in response to an intervening event (as described in the merger agreement) and (ii) the Family Dollar board of directors first gives Dollar Tree at least five business days' prior written notice and negotiates with Dollar Tree in good faith during such notice period, to the extent that Dollar Tree wishes to negotiate, to enable Dollar Tree to propose revisions to the merger agreement such that it would permit the Family Dollar board of directors not to make such a company adverse recommendation change.

        Furthermore, at any time before the Family Dollar stockholder approval is obtained, but not after it is obtained, if (i) the Family Dollar board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that a bona fide, unsolicited company takeover proposal that did not result from a knowing or intentional breach of the no solicitation provisions in the merger agreement constitutes a company superior proposal (as described in the merger agreement), and the failure to approve or recommend such company superior proposal would be inconsistent with its fiduciary duties under applicable law, and (ii) the Family Dollar board of directors has complied with its obligations to provide Dollar Tree at least five business days' prior written notice and to negotiate with Dollar Tree in good faith during such notice period, to the extent that Dollar Tree wishes to negotiate, to enable Dollar Tree to propose revisions to the merger agreement, the Family Dollar board of directors may cause the company to terminate the merger agreement in order to enter into a definitive agreement relating to such company superior proposal upon, and subject to, paying the $305 million termination fee due to Dollar Tree under the terms of the merger agreement. We refer to this termination right as the fiduciary termination right.

Termination (Page [    ])

Termination

        The merger agreement may be terminated and abandoned at any time prior to the effective time, whether before or after any approval of the merger by the holders of Family Dollar common stock:

    by mutual written consent of Family Dollar and Dollar Tree;

    by either Family Dollar or Dollar Tree if the merger has not been consummated on or prior to April 27, 2015, which we refer to as the end date, provided that if all of the conditions to closing, other than those pertaining to waiting periods under the HSR Act have been satisfied or are capable of being satisfied at such time and/or the marketing period for the debt financing has not expired, the end date will automatically be extended to July 27, 2015, except that the right to terminate the agreement according to this specific provision will not be available to a party if the failure of the closing to occur by such date is due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement;

 

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    by either Family Dollar or Dollar Tree, if an order by a governmental entity of competent jurisdiction has been issued permanently restraining or otherwise prohibiting the completion of the merger and such order has become final and nonappealable;

    by either Family Dollar or Dollar Tree, if the Family Dollar stockholders meeting has concluded and the Family Dollar stockholder approval has not been obtained;

    by either Family Dollar or Dollar Tree if the other party has breached or failed to perform any representations, warranties, covenants or other agreements contained in the merger agreement and such breach or failure (i) if it occurred or was continuing to occur on the closing date would result in the failure of specified conditions to closing and (ii) is not curable or is not cured by the earlier of the end date and the date that is thirty days following written notice from the other party, except that the terminating party may not exercise this termination right if it is in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement;

    by Dollar Tree, prior to the receipt of the Family Dollar stockholder approval, (i) in the event that Family Dollar has failed to include the Family Dollar board's recommendation to the Family Dollar stockholders to adopt the merger agreement in the proxy statement/prospectus distributed to the holders of Family Dollar common stock, (ii) at any time following a company adverse recommendation change, (iii) in the event that a tender or exchange offer that constitutes a company takeover proposal has been commenced by a person unaffiliated with Dollar Tree or merger sub and Family Dollar has not published, sent or given to its stockholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten business day period after such tender or exchange offer is first published, a statement recommending that holders of Family Dollar common stock reject such tender or exchange offer and affirming the Family Dollar board's recommendation to the Family Dollar stockholders to adopt the merger agreement, or (iv) if Family Dollar has committed a willful and material breach of any of its material obligations outlined in the provisions of the merger agreement relating to no-solicitation, company transaction proposals and the Family Dollar stockholder meeting; or

    by Family Dollar, in accordance with the provisions regarding its fiduciary termination right in connection with a superior proposal.

Termination Fee (Page [    ])

        Family Dollar will pay Dollar Tree the amount of Dollar Tree's out-of-pocket expenses incurred in connection with the merger agreement and the merger in an amount not to exceed $90 million if the merger agreement is terminated by either Dollar Tree or Family Dollar because the Family Dollar stockholders' meeting (as it may be adjourned or postponed) concludes without the Family Dollar stockholder approval being obtained. In addition, Family Dollar will pay Dollar Tree a termination fee of $305 million (less any payment paid in respect of Dollar Tree's out-of-pocket expenses pursuant to the preceding sentence) if the merger agreement is terminated in certain circumstances involving a company takeover proposal. The expense reimbursement and termination fee could discourage other companies from seeking to acquire or merge with Family Dollar.

Voting Agreements (Page [    ])

        In connection with the merger agreement, Dollar Tree entered into voting and support agreements with each of Howard R. Levine, who we refer to as Mr. Levine, and Trian Fund Management, L.P., which we refer to as Trian, and certain Family Dollar stockholders affiliated with such persons, to, among other things, vote their shares of Family Dollar stock in favor of the merger, the adjournment proposal if there are not sufficient votes to adopt the merger agreement and against any proposals for an alternative business combination transaction or which would be reasonably likely to prevent, materially impede or materially delay the merger, in each case subject to the terms and conditions of

 

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the voting and support agreements. As of the record date, the voting and support agreements covered [            ] shares of Family Dollar common stock, or approximately [        ]% of the outstanding shares of Family Dollar common stock. Copies of the voting and support agreements are attached as Annex B and Annex C to this proxy statement/prospectus.

Accounting Treatment (Page [    ])

        Dollar Tree prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which we refer to as GAAP. The merger will be accounted for using the acquisition method of accounting. Dollar Tree will be treated as the acquiror for accounting purposes.

Material United States Federal Income Tax Consequences (Page [    ])

        For U.S. holders (as such term is defined below under "Material United States Federal Income Tax Consequences"), the receipt of the merger consideration in exchange for shares of Family Dollar common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. Family Dollar stockholders should consult their own tax advisors regarding the particular tax consequences of the exchange of shares of common stock for the merger consideration pursuant to the merger in light of their particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For a more detailed discussion of the material U.S. federal income tax consequences of the merger to Family Dollar stockholders, please see the section titled "Material United States Federal Income Tax Consequences."

Comparison of Stockholders' Rights (Page [    ])

        The rights of Family Dollar stockholders are governed by its restated certificate of incorporation, which we refer to as the Family Dollar charter, and bylaws, which we refer to as the Family Dollar bylaws, and by Delaware corporate law. Your rights as a stockholder of Dollar Tree will be governed by Dollar Tree's articles of incorporation and by-laws, which we refer to as the Dollar Tree charter and the Dollar Tree bylaws, respectively, and by Virginia corporate law. Your rights under the Dollar Tree charter, Dollar Tree bylaws and Virginia corporate law will differ in some respects from your rights under the Family Dollar charter, Family Dollar bylaws and Delaware corporate law. For more detailed information regarding a comparison of your rights as a stockholder of Family Dollar and Dollar Tree, see the section entitled "Comparison of Stockholders' Rights" beginning on page [    ] of this proxy statement/prospectus.

Litigation Related to the Merger (Page [    ])

        A putative class action lawsuit has been filed against Family Dollar, its directors, Dollar Tree and merger sub in Delaware Court of Chancery, alleging generally that the members of the board of directors of Family Dollar breached their fiduciary duties in connection with the merger by, among other things, carrying out a process that the plaintiff alleges did not ensure adequate and fair consideration to Family Dollar stockholders. The plaintiff further alleges that Family Dollar and Dollar Tree aided and abetted the individual defendants' breaches of their fiduciary duties. The plaintiff seeks equitable relief to enjoin consummation of the merger, rescission of the merger and/or rescissory damages, and attorneys' fees and costs. Family Dollar, its directors, Dollar Tree and merger sub believe that this lawsuit is without merit.

Risk Factors (Page [    ])

        You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under "Risk Factors."

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF DOLLAR TREE

        The following table presents selected historical consolidated financial data for Dollar Tree as of and for the years ended February 1, 2014, February 2, 2013, January 28, 2012, January 29, 2011 and January 30, 2010. Fiscal 2012 included 53 weeks, commensurate with the retail calendar, while all other fiscal years reported in the table contain 52 weeks. This information has been derived from Dollar Tree's audited consolidated financial statements. Historical financial data as of and for the three months ended May 3, 2014 and May 4, 2013 have been derived from Dollar Tree's unaudited condensed consolidated financial statements that include, in management's opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of Dollar Tree for the periods and at the dates presented. Operating results for the three months ended May 3, 2014 are not necessarily indicative of the results that can be expected for the year ending January 31, 2015.

        You should read this information in conjunction with Dollar Tree's consolidated financial statements and related notes thereto included in Dollar Tree's Annual Report on Form 10-K for the fiscal year ended February 1, 2014, and in Dollar Tree's Quarterly Report on Form 10-Q for the three months ended May 3, 2014, which are incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [      ] of this proxy statement/prospectus.

        Comparable store net sales compare net sales for stores open before December of the year prior to the two years being compared, including expanded stores. Net sales per store and net sales per selling square foot are calculated for stores open throughout the period presented.

        Amounts in the following tables are in millions, except per share data, number of stores data and net sales per selling square foot data.

 
  Three Months Ended   Year Ended  
 
  May 3,
2014
  May 4,
2013
  February 1,
2014
  February 2,
2013
  January 28,
2012
  January 29,
2011
  January 30,
2010
 

Income Statement Data:

                                           

Net sales

  $ 2,000.3   $ 1,865.8   $ 7,840.3   $ 7,394.5   $ 6,630.5   $ 5,882.4   $ 5,231.2  

Gross profit

    696.6     656.0     2,789.8     2,652.7     2,378.3     2,087.6     1,856.8  

Selling, general and administrative expenses

    464.7     439.4     1,819.5     1,732.6     1,596.2     1,457.6     1,344.0  

Operating income

    231.9     216.6     970.3     920.1     782.1     630.0     512.8  

Net income

    138.3     133.5     596.7     619.3     488.3     397.3     320.5  

Per Share Data:

                                           

Diluted net income per share

  $ 0.67   $ 0.59   $ 2.72   $ 2.68   $ 2.01   $ 1.55   $ 1.19  

Diluted net income per share increase

    13.6 %   18.0 %   1.5 %   33.3 %   29.7 %   30.3 %   41.7 %

 

 
  As of   As of  
 
  May 3,
2014
  May 4,
2013
  February 1,
2014
  February 2,
2013
  January 28,
2012
  January 29,
2011
  January 30,
2010
 

Balance Sheet Data:

                                           

Cash and cash equivalents and short-term investments

  $ 387.1   $ 383.3   $ 267.7   $ 399.9   $ 288.3   $ 486.0   $ 599.4  

Working capital

    812.5     826.8     692.2     797.3     628.4     800.4     829.7  

Total assets

    2,958.0     2,811.8     2,771.9     2,752.0     2,328.6     2,380.5     2,289.7  

Total debt, including capital lease obligations

    757.0     271.3     769.8     271.3     265.8     267.8     267.8  

Shareholders' equity

    1,317.8     1,739.7     1,170.7     1,667.3     1,344.6     1,459.0     1,429.2  

Book value per share

  $ 6.37   $ 7.77   $ 5.63   $ 7.42   $ 5.82   $ 5.91   $ 5.44  

 

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  Three Months Ended   Year Ended  
 
  May 3,
2014
  May 4,
2013
  February 1,
2014
  February 2,
2013
  January 28,
2012
  January 29,
2011
  January 30,
2010
 

Selected Operating Data:

                                           

Number of stores open at end of period

    5,080     4,763     4,992     4,671     4,351     4,101     3,806  

Selling square footage at end of period

    44.0     41.2     43.2     40.5     37.6     35.1     32.3  

Selling square footage annual growth

    6.8 %   6.7 %   6.9 %   7.7 %   6.9 %   8.8 %   6.6 %

Net sales annual growth

    7.2 %   8.3 %   6.0 %   11.5 %   12.7 %   12.4 %   12.6 %

Comparable store net sales increase

    1.9 %   2.1 %   2.4 %   3.4 %   6.0 %   6.3 %   7.2 %

Net sales per selling square foot

              $ 187   $ 190   $ 182   $ 174   $ 167  

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FAMILY DOLLAR

        The following table presents selected historical consolidated financial data for Family Dollar as of and for the years ended August 31, 2013, August 25, 2012, August 27, 2011, August 28, 2010 and August 29, 2009. Fiscal 2013 included 53 weeks, commensurate with the retail calendar, while all other fiscal years reported in the table contain 52 weeks. This information has been derived from Family Dollar's audited consolidated financial statements. Historical financial data as of and for the nine months ended May 31, 2014 and June 1, 2013 have been derived from Family Dollar's unaudited consolidated condensed financial statements that include, in management's opinion, all normal recurring accruals considered necessary to present fairly the results of operations and financial condition of Family Dollar for the periods and at the dates presented. The nine months ended June 1, 2013 included 40 weeks, commensurate with the retail calendar, while the nine months ended May 31, 2014 included 39 weeks. Operating results for the nine months ended May 31, 2014 are not necessarily indicative of the results that can be expected for the year ending August 31, 2014.

        You should not assume the results of operations for any past periods indicate results for any future period. You should read this information in conjunction with Family Dollar's consolidated financial statements and related notes thereto included in Family Dollar's Annual Report on Form 10-K for the fiscal year ended August 31, 2013, and in Family Dollar's Quarterly Report on Form 10-Q for the nine months ended May 31, 2014, which are incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page [      ] of this proxy statement/prospectus.

        For the nine months ended May 31, 2014, cost of sales includes restructuring costs of $1.5 million and selling, general and administrative expenses includes restructuring costs of $23.0 million related to a series of restructuring initiatives, including plans to close approximately 370 underperforming stores.

        Comparable store sales growth describes the change in net sales in any period for stores that are considered comparable to the prior period. Comparable store sales include net sales at stores that have been open more than 13 months. A store becomes comparable the first calendar week it has sales after 13 months of being opened. Stores that have been renovated, relocated, or expanded are included in the comparable store sales calculation to the extent they had sales during comparable weeks in each year.

        Net sales per square foot was calculated based on total sales for the preceding 12 months as of the ending date of the reporting period divided by the average selling square footage during the period, including the end of the fiscal year, the beginning of the fiscal year, and the end of each of the three interim fiscal quarters. Comparable store sales represent the change in sales attributable to stores open in both the current and prior periods, whereas sales per square foot represents total net sales divided by the average total selling square footage. As a result, all stores are included in the sales per square foot calculation, including stores without a full year of sales.

 

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        Amounts in the following tables are in millions, except per share data, number of stores data and net sales per selling square foot data.

 
  Nine Months Ended   Year Ended  
 
  May 31,
2014
  June 1,
2013
  August 31,
2013
  August 25,
2012
  August 27,
2011
  August 28,
2010
  August 29,
2009
 

Income Statement Data:

                                           

Net sales

  $ 7,875.3   $ 7,889.2   $ 10,391.5   $ 9,331.0   $ 8,547.8   $ 7,867.0   $ 7,400.6  

Gross profit

    2,670.0     2,686.3     3,554.8     3,259.9     3,032.3     2,808.0     2,578.2  

Selling, general and administrative expenses

    2,288.6     2,153.9     2,866.8     2,595.7     2,409.5     2,234.3     2,122.9  

Operating income

    381.4     532.4     688.0     664.2     622.8     573.7     455.3  

Net income

    250.0     341.4     443.6     422.2     388.4     358.1     291.3  

Per Share Data:

                                           

Diluted net income per common share

  $ 2.18   $ 2.95   $ 3.83   $ 3.58   $ 3.12   $ 2.62   $ 2.07  

Diluted net income per share increase (decrease)

    (26.1 )%   2.1 %   7.0 %   14.7 %   19.1 %   26.6 %   24.7 %

Dividends declared per common share

  $ 0.83   $ 0.68   $ 0.94   $ 0.60   $ 0.695   $ 0.60   $ 0.53  

 

 
  As of   As of  
 
  May 31,
2014
  June 1,
2013
  August 31,
2013
  August 25,
2012
  August 27,
2011
  August 28,
2010
  August 29,
2009
 

Balance Sheet Data:

                                           

Cash and cash equivalents and short-term investments

  $ 181.7   $ 150.1   $ 145.0   $ 98.6   $ 237.4   $ 503.1   $ 444.7  

Working capital

    789.4     626.7     776.8     702.5     516.8     641.5     718.5  

Total assets

    3,963.1     3,850.4     3,709.9     3,373.1     2,996.2     2,968.1     2,864.1  

Total debt

    776.4     735.4     516.5     547.5     548.6     250.0     250.0  

Shareholders' equity

  $ 1,656.6   $ 1,521.1   $ 1,599.1   $ 1,297.6   $ 1,087.1   $ 1,421.6   $ 1,440.1  

Book value per share

  $ 14.55   $ 13.23   $ 13.89   $ 11.25   $ 9.26   $ 10.90   $ 10.38  

 

 
  Nine Months Ended   Year Ended  
 
  May 31,
2014
  June 1,
2013
  August 31,
2013
  August 25,
2012
  August 27,
2011
  August 28,
2010
  August 29,
2009
 

Selected Operating Data:

                                           

Number of stores open at end of period

    8,246     7,801     7,916     7,442     7,023     6,785     6,655  

Selling square footage at end of period

    59.5     56.0     56.8     53.2     50.0     48.2     47.1  

Selling square footage annual growth

    6.3 %   7.9 %   6.8 %   6.4 %   3.7 %   2.3 %   1.7 %

Net sales annual growth (decrease)

    (0.2 )%   13.2 %   11.4 %   9.2 %   8.7 %   6.3 %   6.0 %

Comparable store net sales increase (decrease)

    (2.8 )%   4.0 %   3.0 %   4.7 %   5.5 %   4.8 %   4.0 %

Net sales per selling square foot

              $ 189   $ 181   $ 174   $ 165   $ 158  

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The following selected preliminary unaudited pro forma condensed combined financial data give effect to the merger based on the assumption that the merger occurred as of May 3, 2014 for the preliminary Unaudited Pro Forma Condensed Combined Balance Sheet, as of February 3, 2013 for the preliminary Unaudited Pro Forma Condensed Combined Income Statements for the year ended February 1, 2014 and as of February 2, 2014 for the three months ended May 3, 2014. For purposes of preparing this data, the approximately $8,440 million of financing to be obtained by Dollar Tree in connection with the merger is assumed to be financed by long-term bank debt of approximately $5,400 million, senior unsecured notes of approximately $2,800 million and a revolving credit facility of $240 million.

        The selected preliminary unaudited pro forma condensed combined financial data is presented for illustrative purposes only and should not be read for any other purpose. Dollar Tree and Family Dollar may have performed differently had they always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Dollar Tree will experience after the merger. The selected preliminary unaudited pro forma condensed combined financial data (i) has been derived from and should be read in conjunction with the "Unaudited Pro Forma Condensed Combined Financial Information of Dollar Tree" and the related notes beginning on page [    ] of this proxy statement/prospectus and (ii) should be read in conjunction with the historical consolidated financial statements of Dollar Tree and Family Dollar incorporated by reference into this proxy statement/prospectus.

 
  Three
Months Ended
May 3, 2014
  Year Ended
February 1, 2014
 
 
  (in millions, except per share data)
 

Income Statement Data

             

Net sales

  $ 4,716.9   $ 18,309.8  

Operating income

    376.5     1,670.6  

Net income

  $ 171.8   $ 802.1  

Earnings per share-basic

  $ 0.72   $ 3.22  

Earnings per share-diluted

  $ 0.72   $ 3.20  

Cash dividends declared per common share(i)

  $   $  

(i)
The combined company does not plan to pay a dividend to shareholders after the merger completion.

 
  As of May 3,
2014
 
 
  (in millions)
 

Balance Sheet Data

       

Total assets

  $ 14,760.0  

Total debt

  $ 8,747.0  

Total shareholders' equity

  $ 2,824.6  

 

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COMPARATIVE PER SHARE DATA

        The following tables set forth historical per share information of Dollar Tree and Family Dollar and preliminary unaudited pro forma condensed combined per share information after giving effect to the merger under the purchase method of accounting. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Dollar Tree will experience after the merger. The preliminary unaudited pro forma condensed combined per share data has been derived from and should be read in conjunction with the "Unaudited Pro Forma Condensed Combined Financial Information of Dollar Tree" beginning on page [    ] and the related notes included in this proxy statement/prospectus beginning on page [    ]. The historical per share data has been derived from the historical consolidated financial statements of Dollar Tree and Family Dollar as of and for the periods indicated, incorporated by reference in this proxy statement/prospectus.

 
  Three Months
Ended May 3,
2014
  Year Ended
February 1,
2014
 

Dollar Tree Historical Per Share Data

             

Earnings per share—basic

  $ 0.67   $ 2.74  

Earnings per share—diluted

  $ 0.67   $ 2.72  

Cash dividends declared per common share

  $   $  

Book value per share

  $ 6.37   $ 5.63  

 

 
  Three Months
Ended March 1,
2014
  Twelve Months
Ended
November 30,
2013
 

Family Dollar Historical Per Share Data

             

Earnings per share—basic

  $ 0.80   $ 3.84  

Earnings per share—diluted

  $ 0.80   $ 3.82  

Cash dividends declared per common share

  $ 0.26   $ 0.99  

Book value per share

  $ 14.12   $ 13.53  

 

 
  Three Months
Ended May 3,
2014
  Year Ended
February 1,
2014
 

Unaudited Pro Forma Combined Per Share Data

             

Earnings per share—basic

  $ 0.72   $ 3.22  

Earnings per share—diluted

  $ 0.72   $ 3.20  

Cash dividends declared per common share(i)

  $   $  

Book value per share

  $ 11.87     n/a  

 

 
  Three Months
Ended May 3,
2014
  Year Ended February 1,
2014
 

Unaudited Pro Forma Equivalent Per Share Data for Family Dollar(ii)

             

Earnings per share—basic

  $ 0.20   $ 0.88  

Earnings per share—diluted

  $ 0.20   $ 0.87  

Cash dividends declared per common share(i)

  $   $  

Book value per share

  $ 3.24     n/a  

(i)
The combined company does not intend to pay dividends to shareholders following the merger.

 

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(ii)
The unaudited pro forma equivalent per share data for Family Dollar are calculated by multiplying the preliminary unaudited pro forma combined per share data by the preliminary exchange ratio of 0.2732, based on the average share price for Dollar Tree common stock on July 25, 2014.

        The below table shows the impact on the unaudited pro forma combined earnings per share data of fluctuations in the average share price of Dollar Tree common stock within, below and above the range of $49.08 to $59.98. Please see Note 4 of the "Notes to the Unaudited Pro Forma Condensed Combined Financial Information of Dollar Tree" for the calculation details.

 
  Three Months Ended
May 3, 2014
  Year Ended
February 1, 2014
 
 
  Earnings per Share—Basic   Earnings per Share—Diluted   Earnings per Share—Basic   Earnings per Share—Diluted  

Average Dollar Tree Share Price $49.08 (minimum)

  $ 0.73   $ 0.73   $ 3.26   $ 3.24  

Average Dollar Tree Share Price $54.53 (used for proforma)

  $ 0.72   $ 0.72   $ 3.22   $ 3.20  

Average Dollar Tree Share Price $59.98 (maximum)

  $ 0.71   $ 0.71   $ 3.17   $ 3.16  

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        The preliminary unaudited pro forma condensed combined financial information is derived from the historical financial statements of Dollar Tree and Family Dollar. The preliminary unaudited pro forma condensed combined financial information is prepared using the purchase method of accounting, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, with Dollar Tree treated as the acquirer.

        Dollar Tree, a registrant with a year that ends on the Saturday closest to January 31, acquired Family Dollar with a year that ends on the Saturday closest to August 31. The pro forma income statement for the year-ended February 1, 2014 will include (1) Dollar Tree's year ended February 1, 2014 and (2) Family Dollar's 12-month period ended November 30, 2013. The pro forma income statement for the interim period will include (1) Dollar Tree's three months ended May 3, 2014 and (2) Family Dollar's three months ended March 1, 2014.

        The preliminary Unaudited Pro Forma Condensed Combined Balance Sheet as of May 3, 2014 is presented as if the merger and the estimated borrowings used to finance the merger occurred on May 3, 2014. The preliminary Unaudited Pro Forma Condensed Combined Income Statement for the year ended February 1, 2014 and the three months ended May 3, 2014 is presented as if the merger and the related borrowings used to finance the merger occurred on February 3, 2013. The preliminary pro forma adjustments reflect a preliminary exchange ratio of 0.2732 shares of Dollar Tree common stock for every share of Family Dollar common stock.

        At the effective time of the merger, the cash paid, debt financing required and shares of Dollar Tree common stock issued may differ from the information in the preliminary unaudited pro forma condensed combined financial information depending on the actual number of shares of Family Dollar common stock outstanding as of the merger date and conditions of the debt markets. In addition, the actual allocation of the type and amount and the terms of the financing may differ from that set forth herein.

        The allocation of the purchase price used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change at the effective time of the merger. The final determination of the allocation of the purchase price will be based on the actual tangible assets and liabilities, and intangible assets of Family Dollar as of the effective time of the merger. Accordingly, the final purchase accounting adjustments may be materially different from the preliminary unaudited adjustments presented herein. Merger-related transaction costs may also differ at the time of merger.

        The preliminary unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Dollar Tree. These accounting policies are similar in most material respects to those of Family Dollar. Upon completion of the acquisition, or as more information becomes available, Dollar Tree will perform a more detailed review of Family Dollar's accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.

        As disclosed in Dollar Tree's historical audited financial statements, Dollar Tree's gross profit may not be comparable to other retailers, as some companies exclude costs related to their store occupancy and distribution network from cost of sales while others, like Dollar Tree, include all or a portion of such costs in cost of sales. As such, for income statement purposes, certain buying, distribution and occupancy costs for Family Dollar were reclassified from Family Dollar's selling, general and administrative expenses to cost of sales to conform to Dollar Tree's calculation of gross profit. In addition, amounts included in other income on Family Dollar's income statement have been reclassified to selling, general and administrative expenses to conform to Dollar Tree's presentation of these items.

 

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        The preliminary unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent the consolidated financial position or consolidated results of operations of Dollar Tree that would have been reported had the merger been completed as of the dates described above, and should not be taken as indicative of any future consolidated financial position or consolidated results of operations. The preliminary Unaudited Pro Forma Condensed Combined Income Statements do not reflect any sales or cost savings from synergies that may be achieved with respect to the combined companies, or the impact of non-recurring items, including restructuring liabilities, directly related to the merger.

        The preliminary unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of Dollar Tree and Family Dollar included in their respective Annual Reports on Form 10-K for the fiscal years ended February 1, 2014 and August 31, 2013, respectively, and subsequent Quarterly Reports on Form 10-Q for the periods presented, each of which has been incorporated by reference in this filing.

 

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Dollar Tree, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of May 3, 2014

(in millions)
  Historical
Dollar Tree
  Historical
Family Dollar
  Presentation
Reclassifications(1)
  Pro Forma
Adjustments(2)
  Note
References(3)
  Pro Forma
Combined
 

ASSETS

                                   

Current assets:

                                   

Cash and cash equivalents

  $ 387.1   $ 157.2   $   $ 56.6   A   $ 600.9  

Short-term investments

        15.0                 15.0  

Merchandise inventories, net

    1,042.9     1,660.8                 2,703.7  

Current deferred tax assets, net

    14.2     32.7         (6.5 ) G     40.4  

Income tax refund receivable

        34.8                 34.8  

Other current assets

    92.8     231.2         41.1   B, C     365.1  
                           

Total current assets

    1,537.0     2,131.7         91.2         3,759.9  
                           

Property, plant and equipment, net

    1,115.5     1,778.2                     2,893.7  

Goodwill

    169.6             5,221.2   D     5,390.8  

Other intangible asset

                2,422.0   D     2,422.0  

Deferred tax assets, net

    30.3             (30.3 ) E      

Investment securities

        16.6                 16.6  

Other assets, net

    105.6     76.3         95.1   B, C     277.0  
                           

TOTAL ASSETS

  $ 2,958.0   $ 4,002.8   $   $ 7,799.2       $ 14,760.0  
                           
                           

LIABILITIES AND SHAREHOLDERS' EQUITY

                                   

Current liabilities:

                                   

Short-term borrowings

  $   $ 296.0   $   $ (296.0 ) F   $  

Current portion of long-term debt

        16.2         (16.2 ) F      

Accounts payable

    447.0     745.7     (22.3 )           1,170.4  

Other current liabilities

    196.4     319.1     22.3     3.3   G, C     541.1  

Income taxes payable

    81.1     4.9                 86.0  
                           

Total current liabilities

    724.5     1,381.9         (308.9 )       1,797.5  

Long-term debt, excluding current portion

    757.0     484.2         7,505.8   F     8,747.0  

Deferred gain

        210.8         (210.8 ) G      

Income taxes payable, long-term

    5.5     28.2                 33.7  

Deferred tax liabilities, net

                1,003.5   D, E, G     1,003.5  

Other liabilities

    153.2     290.3         (89.8 ) H, C     353.7  
                           

Total liabilities

    1,640.2     2,395.4         7,899.8         11,935.4  

Shareholders' equity

    1,317.8     1,607.4         (100.6 ) I     2,824.6  
                           

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             

  $ 2,958.0   $ 4,002.8   $   $ 7,799.2       $ 14,760.0  
                           
                           

(1)
See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the presentation reclassifications included in this column.

(2)
See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3)
See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

   

The accompanying notes are an integral part of the unaudited pro forma condensed combined
financial information.

 

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Dollar Tree, Inc.
Unaudited Pro Forma Condensed Combined Income Statement
For the three months ended May 3, 2014

(in millions, except per share data)
  Historical
Dollar Tree
  Historical
Family Dollar
  Presentation
Reclassifications(1)
  Pro Forma
Adjustments(2)
  Note
References(3)
  Combined
Company
Pro Forma
 

Net sales

  $ 2,000.3   $ 2,716.6   $   $       $ 4,716.9  

Cost of sales

    1,303.7     1,814.3     212.8     3.1   J     3,333.9  
                           

Gross profit

    696.6     902.3     (212.8 )   (3.1 )       1,383.0  

Selling, general and administrative expenses

    464.7     762.0     (220.2 )           1,006.5  
                           

Operating income

    231.9     140.3     7.4     (3.1 )       376.5  

Interest expense, net

    8.1     7.3         83.0   F, K     98.4  

Other (income) expense, net

        (7.5 )   7.4             (0.1 )
                           

Income before income taxes

    223.8     140.5         (86.1 )       278.2  

Provision for income taxes

    85.5     49.6         (28.7 ) L     106.4  
                           

Net income

  $ 138.3   $ 90.9   $   $ (57.4 )     $ 171.8  
                           
                           

Earnings per share

                                   

Basic

  $ 0.67   $ 0.80                   $ 0.72  

Diluted

  $ 0.67   $ 0.80                   $ 0.72  

Average number of shares outstanding

                                   

Basic

    206.8     113.8                     238.0  

Diluted

    207.7     114.1                     239.1  

Cash dividends declared per common share

  $   $ 0.26               M        

(1)
See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the presentation reclassifications included in this column.

(2)
See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3)
See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

   

The accompanying notes are an integral part of the unaudited pro forma condensed combined
financial information.

 

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Dollar Tree, Inc.
Unaudited Pro Forma Condensed Combined Income Statement
For the year ended February 1, 2014

(in millions, except per share data)
  Historical
Dollar Tree
  Historical
Family Dollar(1)
  Presentation
Reclassifications(2)
  Pro Forma
Adjustments(3)
  Note
References(4)
  Combined
Company
Pro Forma
 

Net sales

  $ 7,840.3   $ 10,469.5   $   $       $ 18,309.8  

Cost of sales

    5,050.5     6,884.7     801.7     9.8   J     12,746.7  
                           

Gross profit

    2,789.8     3,584.8     (801.7 )   (9.8 )       5,563.1  

Selling, general and administrative expenses

    1,819.5     2,903.5     (830.5 )           3,892.5  
                           

Operating income

    970.3     681.3     28.8     (9.8 )       1,670.6  

Interest expense, net

    15.4     25.4           330.7   F, K     371.5  

Other (income) expense, net

    0.6     (29.3 )   28.8             0.1  
                           

Income before income taxes

    954.3     685.2         (340.5 )       1,299.0  

Provision for income taxes

    357.6     243.9         (105.2 ) L     496.9  
                           

Net income

  $ 596.7   $ 441.3   $   $ (235.3 )     $ 802.1  
                           
                           

Earnings per share

                                   

Basic

  $ 2.74   $ 3.84                   $ 3.22  

Diluted

  $ 2.72   $ 3.82                   $ 3.20  

Average number of shares outstanding

                                   

Basic

    218.1     115.0                     249.2  

Diluted

    219.1     115.5                     250.6  

Cash dividends declared per common share

  $   $ 0.99               M        

(1)
Family Dollar's financial statements were derived by adding the three months ended November 30, 2013 to its year ended August 31, 2013, and removing the three months ended November 24, 2012.

(2)
See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the presentation reclassifications included in this column.

(3)
See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(4)
See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

 

   

The accompanying notes are an integral part of the unaudited pro forma condensed combined
financial information.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE

1. Basis of pro forma presentation

        The preliminary unaudited pro forma condensed combined financial information is derived from the historical financial statements of Dollar Tree and Family Dollar. The preliminary unaudited pro forma condensed combined financial information is prepared using the purchase method of accounting, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, with Dollar Tree treated as the acquirer.

        Dollar Tree, a registrant with a year that ends on the Saturday closest to January 31, acquired Family Dollar with a year that ends on the Saturday closest to August 31. The pro forma income statement for the year-ended February 1, 2014 will include (1) Dollar Tree's year ended February 1, 2014 and (2) Family Dollar's 12-month period ended November 30, 2013. The pro forma income statement for the interim period will include (1) Dollar Tree's three months ended May 3, 2014 and (2) Family Dollar's three months ended March 1, 2014.

        The preliminary Unaudited Pro Forma Condensed Combined Balance Sheet as of May 3, 2014 is presented as if the merger and the estimated borrowings used to finance the merger occurred on May 3, 2014. The preliminary Unaudited Pro Forma Condensed Combined Income Statement for the year ended February 1, 2014 and the three months ended May 3, 2014 is presented as if the merger and the related borrowings used to finance the merger occurred on February 3, 2013. The preliminary pro forma adjustments reflect a preliminary exchange ratio of 0.2732 shares of Dollar Tree common stock for every share of Family Dollar common stock.

        At the effective time of the merger, the cash paid, debt financing required and shares of Dollar Tree common stock issued may differ from the information in the preliminary unaudited pro forma condensed combined financial information depending on the actual number of shares of Family Dollar common stock outstanding as of the merger date and conditions of the debt markets. In addition, the actual allocation of the type and amount and the terms of the financing may differ from that set forth herein.

        The allocation of the purchase price used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change at the effective time of the merger. The final determination of the allocation of the purchase price will be based on the actual tangible assets and liabilities, and intangible assets of Family Dollar as of the effective time of the merger. Accordingly, the final purchase accounting adjustments may be materially different from the preliminary unaudited adjustments presented herein. Merger-related transaction costs may also differ at the time of merger.

        The preliminary unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Dollar Tree. These accounting policies are similar in most material respects to those of Family Dollar. Upon completion of the acquisition, or as more information becomes available, Dollar Tree will perform a more detailed review of Family Dollar's accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.

        Certain reclassifications have been made in the presentation and reclassification columns of the pro forma condensed combined balance sheet and income statements, relative to Family Dollar's historical financial statements. These presentation reclassifications show the impact of conforming the accounting policies in order to present them on a basis consistent with those of Dollar Tree.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE (Continued)

1. Basis of pro forma presentation (Continued)

        Presentation reclassifications include adjustments for reclassifying Family Dollar's accrued expenses from accounts payable to other current liabilities. Additionally, as disclosed in Dollar Tree's historical audited financial statements, Dollar Tree's gross profit may not be comparable to other retailers, as some companies exclude costs related to their store occupancy and distribution network from cost of sales while others, like Dollar Tree, include all or a portion of such costs in cost of sales. As such, for income statement purposes, certain buying, distribution and occupancy costs for Family Dollar were reclassified from Family Dollar's selling, general and administrative expenses to cost of sales to conform to Dollar Tree's calculation of gross profit. In addition, amounts included in other income on Family Dollar's income statement have been reclassified to selling, general and administrative expenses to conform to Dollar Tree's presentation of these items.

        The preliminary unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent the consolidated financial position or consolidated results of operations of Dollar Tree that would have been reported had the merger been completed as of the dates described above, and should not be taken as indicative of any future consolidated financial position or consolidated results of operations. The preliminary Unaudited Pro Forma Condensed Combined Income Statements do not reflect any sales or cost savings from synergies that may be achieved with respect to the combined companies, or the impact of non-recurring items, including restructuring liabilities, directly related to the merger.

        The preliminary unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of Dollar Tree and Family Dollar included in their respective Annual Reports on Form 10-K for the fiscal years ended February 1, 2014 and August 31, 2013, respectively, and subsequent Quarterly Reports on Form 10-Q for the periods presented, each of which has been incorporated by reference in this filing.

2. Purchase price

        Dollar Tree and Family Dollar entered into the merger agreement on July 27, 2014. The merger is expected to close by early 2015 subject to the approval of the Agreement by Family Dollar shareholders, expiration or termination of the applicable waiting period under the HSR Act and satisfaction or waiver of the other closing conditions as described in this proxy statement/prospectus.

        The stock price used to determine the preliminary estimated purchase price is based on the average price of a share of Dollar Tree common stock on July 25, 2014 which was $54.53. The preliminary estimated purchase price also includes the fair value of Dollar Tree stock options that will be issued in exchange for Family Dollar's existing stock options and other costs of the transaction.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE (Continued)

2. Purchase price (Continued)

        The calculation of the preliminary estimated purchase price is as follows:

    Calculation of shares of Dollar Tree common stock to be issued:

Number of shares of Family Dollar common stock outstanding as of May 3, 2014(i)

    114.1 million  

Agreed consideration per share

  $ 74.50  

Total consideration payable to Family Dollar shareholders

  $ 8,501.1 million  

Consideration payable in cash to Family Dollar shareholders

  $ 6,800.9 million  

Consideration payable in common stock to Family Dollar shareholders

  $ 1,700.2 million  

Prelminary exchange ratio based on the average share price for Dollar Tree common stock as of July 25, 2014

    0.2732  

Number of shares of Dollar Tree common stock to be issued

    31.2 million  

    Calculation of preliminary estimated purchase price:

 
  (in millions)  

Estimated fair value of 31.2 million shares of Dollar Tree common stock(ii)

  $ 1,700.2  

Cash to be issued to Family Dollar shareholders—114.1 million shares at $59.60 per share

    6,800.9  
       

Preliminary estimated total purchase price

  $ 8,501.1  

(i)
Includes 274,105 restricted shares of Family Dollar common stock that will vest at the time of the merger and will be entitled to receive the merger consideration of $74.50 per share.

(ii)
The estimated fair value per share is based on the average price of a share of Dollar Tree common stock as of July 25, 2014 which was $54.53.

Stock options

        Under the terms of the merger agreement, upon completion of the merger the stock options outstanding under Family Dollar's equity incentive plans will, if unvested, be reissued under an equity plan of Dollar Tree (which may include the assumed Family Dollar equity plan) and, if not exercised, will be exchanged for Dollar Tree stock options at the preliminary exchange ratio of 1.3662, which is calculated based on the average share price for Dollar Tree common stock as of July 25, 2014.

        Dollar Tree believes the fair value of Dollar Tree stock options, adjusted for the preliminary exchange ratio, approximates the fair value of Family Dollar stock options. Accordingly, the fair value of the Family Dollar stock options was recognized as a component of purchase price and no additional amounts have been recognized as compensation expense. Dollar Tree will recalculate the fair value of the Family Dollar stock options and of the Dollar Tree options issued in exchange at the time of the merger in order to determine whether any amounts should be recognized as compensation expense at the time of the merger.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE (Continued)

2. Purchase price (Continued)

Preliminary purchase price allocation

        The combined company will allocate the purchase price paid by Dollar Tree to the fair value of the Family Dollar assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Family Dollar as of March 1, 2014. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the merger. The final purchase price allocation could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the merger. The preliminary purchase price allocation follows:

 
  (in millions)  

Book value of net assets acquired(i)

  $ 1,607.4  

Fair value adjustments:

       

Identifiable intangible asset(ii)

    2,422.0  

Other non-current liabilities(iii)

    (748.4 )

Adjustments to Family Dollar debt(iv)

    (1.1 )

Goodwill(v)

    5,221.2  
       

Total fair value adjustments

    6,893.7  
       

Total purchase price

  $ 8,501.1  
       
       

(i)
The unaudited pro forma condensed combined financial information has been prepared using Family Dollar's available financial information. Except as described below, the carrying value of Family Dollar's net assets are considered to be a proxy for the fair value of those assets and liabilities. Adjustment may be required when additional information is obtained and a more detailed review is performed of the net assets acquired. The actual amounts recorded when the merger is completed may differ materially from the current book value of Family Dollar's net assets of $1,607.4 million at March 1, 2014.

(ii)
Based on a preliminary valuation, the identifiable intangible asset consists of an indefinite-lived trade name of approximately $2,422.0 million.

(iii)
Historical non-current liabilities were increased by an adjustment to deferred tax liabilities of $926.4 million associated with the $2,422.0 million valuation of identifiable intangible assets partially reduced by $178.0 million to reflect the elimination of Family Dollar's deferred rent balances and deferred gain as they will not be assigned value during the purchase price allocation.

(iv)
Represents addition of Family Dollar issuance discount on debt which will be assumed by Dollar Tree upon completion of the merger.

(v)
Goodwill was increased by $5,221.2 million to reflect the excess of consideration paid to consummate the Acquisition over the fair value of the assets acquired.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE (Continued)

3. Pro forma adjustments

A.
The net adjustment to cash represents the difference between sources of funds and uses of funds related to the merger.

B.
The adjustments to other current assets and other assets, net include the recording of estimated deferred debt issuance costs and the elimination of existing deferred financing costs of $5.0 million for Dollar Tree and $5.4 million for Family Dollar. Debt issuance costs will be amortized over the life of the debt; therefore, $20.9 million is classified as other current assets and $125.7 million is classified as other assets, net.

C.
The adjustments to other current assets, other assets, net, other current liabilities and other liabilities include $20.2 million related to deferred compensation balances being reclassified from long-term to current as they are currently payable following the merger.

D.
The adjustment to goodwill consists of $5,221.2 million while the adjustment to intangible asset consists of $2,422.0 million. An adjustment of $926.4 million to deferred tax liabilities is also associated with the intangible asset adjustment. See Note 2 for the estimated purchase price allocation. The pro forma purchase price allocation is preliminary as the merger has not yet been completed. The pro forma presentation assumes that the historical values of Family Dollar's net assets approximate fair value. Additionally, the allocation of the purchase price to the acquired intangible asset is preliminary and subject to the final outcome of management's analysis to be conducted, with the assistance of valuation advisors, upon the completion of the merger. The residual amount of the purchase price has been allocated to goodwill. The actual amounts recorded when the merger is completed may differ materially from the pro forma amounts presented herein.

E.
The adjustments to the deferred tax asset consists of $0.1 million for an interest rate lock on Family Dollar debt and a reclassification of $30.2 million of the historical Dollar Tree deferred tax asset to deferred tax liabilities, net as the combined entity has a net liability for long-term deferred taxes.

F.
The adjustments to debt record Dollar Tree's anticipated borrowings and the related interest, to finance the estimated $6,800.9 million in cash due to Family Dollar shareholders, and other financing costs associated with the merger partly offset by an adjustment to record the repayment of $296.0 million of Family Dollar short-term borrowings, $217.6 million of Family Dollar long-term debt, $750.0 million of Dollar Tree long-term debt and the elimination of related interest and deferred financing cost amortization of $12.6 million for the three months ended May 3, 2014 and $51.9 million for the year ended February 1, 2014.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE (Continued)

3. Pro forma adjustments (Continued)

        Dollar Tree anticipates that it will raise debt to finance the merger as follows:

 
  Anticipated
Borrowing(i)
  Estimated
Interest Rate(ii)
  Annual
Interest(iii)
  Three Months
Interest(iii)
 
 
  (in millions, except for interest rate)
 

Term loan

  $ 5,400.0     3.50 % $ 202.4   $ 50.6  

Senior unsecured notes

    2,800.0     5.75 %   167.9     42.0  

Revolving credit facility

    240.0     2.80 %   12.3     3.0  
                     

Total debt

  $ 8,440.0         $ 382.6   $ 95.6  

(i)
Reflects the allocation of debt as currently anticipated. The actual allocation of the type and amount and the terms of the financing may differ from those set forth below.

(ii)
The estimated interest rate is based on historical three and twelve month average LIBOR rates for the periods ended May 3, 2014 and February 1, 2014, respectively, and the amount of bank and bond debt raised to finance the transaction. The actual interest rates will vary and may fluctuate over the period.

(iii)
Includes the amortization of the related debt issuance costs for all debt issuances and the commitment fee for the revolving credit facility.
G.
The adjustments to other current liabilities of $16.9 million and $210.8 million in deferred gain to eliminate Family Dollar's deferred gain on its sale-leaseback transactions. A reduction in the current deferred tax asset of $6.5 million and a long-term deferred tax liability of $80.6 million is also recorded as a result of this adjustment.

H.
The adjustment to other liabilities eliminates Family Dollar's deferred rent liabilities of $69.6 million and records a deferred tax liability of $26.6 million as a result of the adjustment.

I.
The adjustment includes the elimination of the historical shareholders' equity of Family Dollar, the elimination of Dollar Tree's deferred financing costs of $5.0 million and estimated merger transaction fees of $188.5 million. The adjustment also records the estimated stock consideration of $1,700.2 million in Dollar Tree common stock to be issued in connection with the merger.

J.
As a result of the elimination of Family Dollar's deferred rent liabilities and sale leaseback deferred gains, the amortization of these liabilities as a reduction of rent expense has been eliminated resulting in an increase in Family Dollar's occupancy costs, which is shown as an adjustment to cost of goods sold to conform to the Dollar Tree presentation.

K.
Interest expense has been adjusted to reflect the net effect of the issuance of new debt and retirement of Family Dollar and Dollar Tree debt. See note E for details of the debt transactions.

L.
The pro forma condensed combined tax provision has been adjusted for the tax effect of adjustments to income before income taxes at the statutory rates in effect for the three and twelve month periods, respectively. The effective tax rate of the combined company could be significantly different depending on post-merger activities.

M.
The combined company does not plan to pay a dividend to shareholders after the merger completion.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF DOLLAR TREE (Continued)

4. Effects of Fluctuations in Average Dollar Tree Share Price

        Family Dollar shareholders will receive the right to $59.60 cash and a fraction of a share of Dollar Tree common stock for each share of Family Dollar common stock. The share fraction ("Exchange Ratio") is determined by dividing $14.90 by the weighted average share price of Dollar Tree's common stock ("Trading Price") for the twenty trading days beginning on the twenty-third day preceding the merger date. If the Trading Price is greater than or equal to $59.98, then the Exchange Ratio will be 0.2484, and if the Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio will be 0.3036.

        The following table shows the impact on the unaudited pro forma combined earnings per share of Dollar Tree common stock within, below and above the Trading Price minimum and maximums.

 
  Three Months Ended
May 3, 2014
  Year Ended
February 1, 2014
 
 
  Earnings per
Share—Basic
  Earnings per
Share—Diluted
  Earnings per
Share—Basic
  Earnings per
Share—Diluted
 

Average Dollar Tree Share Price $49.08 (minimum)

  $ 0.73   $ 0.73   $ 3.26   $ 3.24  

Average Dollar Tree Share Price $54.53 (used for pro forma)

  $ 0.72   $ 0.72   $ 3.22   $ 3.20  

Average Dollar Tree Share Price $59.98 (maximum)

  $ 0.71   $ 0.71   $ 3.17   $ 3.16  

 

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

        Family Dollar common stock trades on the NYSE under the symbol "FDO" and Dollar Tree common stock trades on the Nasdaq under the symbol "DLTR." The following table sets forth the high and low reported sale prices per share of Family Dollar common stock and Dollar Tree common stock, and the cash dividends declared per share for the periods indicated.


Family Dollar

Quarter Data
  High Trading
Price
  Low Trading
Price
  Dividend Paid  

First Quarter 2012 Fiscal Year

  $ 60.53   $ 47.99   $ 0.18  

Second Quarter 2012 Fiscal Year

  $ 59.99   $ 53.03   $ 0.18  

Third Quarter 2012 Fiscal Year

  $ 70.00   $ 53.42   $ 0.21  

Fourth Quarter 2012 Fiscal Year

  $ 74.73   $ 61.67   $ 0.21  

First Quarter 2013 Fiscal Year

  $ 70.17   $ 61.26   $ 0.21  

Second Quarter 2013 Fiscal Year

  $ 72.54   $ 54.06   $ 0.21  

Third Quarter 2013 Fiscal Year

  $ 65.82   $ 57.50   $ 0.26  

Fourth Quarter 2013 Fiscal Year

  $ 74.44   $ 59.30   $ 0.26  

First Quarter 2014 Fiscal Year

  $ 75.29   $ 66.94   $ 0.26  

Second Quarter 2014 Fiscal Year

  $ 70.01   $ 59.67   $ 0.26  

Third Quarter 2014 Fiscal Year

  $ 66.13   $ 55.64   $ 0.31  

Fourth Quarter 2014 Fiscal Year through August 8, 2014

  $ 79.93   $ 58.21   $ 0.31  


Dollar Tree(1)

Quarter Data
  High Trading
Price
  Low Trading
Price
  Dividend Paid  

First Quarter 2012 Fiscal Year

  $ 51.21   $ 42.04   $  

Second Quarter 2012 Fiscal Year

  $ 56.82   $ 46.35   $  

Third Quarter 2012 Fiscal Year

  $ 53.00   $ 38.40   $  

Fourth Quarter 2012 Fiscal Year

  $ 42.66   $ 37.12   $  

First Quarter 2013 Fiscal Year

  $ 48.92   $ 38.43   $  

Second Quarter 2013 Fiscal Year

  $ 55.02   $ 47.70   $  

Third Quarter 2013 Fiscal Year

  $ 60.19   $ 50.33   $  

Fourth Quarter 2013 Fiscal Year

  $ 60.11   $ 49.66   $  

First Quarter 2014 Fiscal Year

  $ 56.39   $ 49.59   $  

Second Quarter 2014 Fiscal Year through August 8, 2014

  $ 59.84   $ 49.69   $  

(1)
Dollar Tree trading prices are adjusted for the 2 for 1 stock split that occurred on June 26, 2012.

        On July 25, 2014, the last full trading day before the public announcement of the merger agreement, the closing sale price of shares of Family Dollar common stock was $60.66. On [        ], the last practicable trading day before the mailing of this proxy statement/prospectus, the closing sale price of shares of Family Dollar common stock was $[    ].

        On July 25, 2014, the last full trading day before the public announcement of the merger agreement, the closing sale price of shares of Dollar Tree common stock was $54.22. On [            ], the last practicable trading day before the mailing of this proxy statement/prospectus, the closing sale price of shares of Dollar Tree common stock was $[        ].

        As of [        ], the last date prior to mailing this proxy statement/prospectus for which it was practicable to obtain this information for Family Dollar and Dollar Tree, respectively, there were

 

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approximately [        ] registered holders of Family Dollar common stock and approximately [        ] registered holders of Dollar Tree common stock.

        The following table presents the closing prices of Family Dollar common stock and Dollar Tree common stock on July 25, 2014, the last trading day before the public announcement of the merger agreement, and [        ], the last practicable trading day prior to the mailing of this proxy statement/prospectus. The table also shows the estimated implied value of the per share merger consideration for each share of Family Dollar common stock on the relevant date.

Date
  Family Dollar
Closing Price
  Dollar Tree
Closing Price
  Exchange Ratio   Estimated Equivalent
Per share Value(1)
 

July 25, 2014

  $ 60.66   $ 54.22     0.2748   $ 74.50  

[        ]

  $ [        ]   $ [        ]   $ [        ]   $ [        ]  

(1)
The implied value of the per share merger consideration represents the sum of $59.60, the cash portion of the per share merger consideration, plus the stock portion of the per share merger consideration, based on the closing prices of Dollar Tree common stock of $54.22 on July 25, 2014 and $[    ] on [        ], and, in each case, the applicable exchange ratio, assuming that price was the average stock price. The actual exchange ratio at the closing of the merger will be determined based on the average stock price and there can be no assurance that it will be greater or less than, or equal to, 0.2748 or [    ]. If the average stock price is greater than $49.08 and less than $59.98 per share, the exchange ratio will be the quotient of $14.90 divided by the average stock price. If the average stock price is greater than or equal to $59.98, the exchange ratio will be 0.2484. If the average stock price is less than or equal to $49.08, the exchange ratio will be 0.3036. The average stock price from June 27, 2014 through July 25, 2014, was $54.78. The average stock price from [    ] through [    ], the last practicable trading day prior to the mailing of this proxy statement/prospectus was $[    ].

        The above tables show only historical comparisons. These comparisons may not provide meaningful information to Family Dollar stockholders in determining whether to adopt the merger agreement. Family Dollar stockholders are urged to obtain current market quotations for shares of Dollar Tree common stock and Family Dollar common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus in considering whether to adopt the merger agreement. The market price of Dollar Tree common stock and Family Dollar common stock will fluctuate between the date of this proxy statement/prospectus and the date of completion of the merger. No assurance can be given concerning the market price of Family Dollar common stock or Dollar Tree common stock before or after the effective date of the merger. Changes in the market price of Dollar Tree common stock prior to the completion of the merger will affect the market value of the merger consideration that Family Dollar stockholders will receive upon completion of the merger.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Some of the statements contained or incorporated by reference in this proxy statement/prospectus are "forward-looking statements" that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and information about our current and future prospects and our operations and financial results are based on currently available information. Various risks, uncertainties and other factors could cause actual future results and financial performance to vary significantly from those anticipated in such statements. The forward looking statements include assumptions about our operations, such as cost controls and market conditions, and certain plans, activities or events which we expect will or may occur in the future and relate to, among other things, the business combination transaction involving Dollar Tree and Family Dollar, the financing of the proposed transaction, the benefits, results, effects and timing of the proposed transaction, future financial and operating results, and the combined company's plans, objectives, expectations (financial or otherwise) and intentions.

        Risks and uncertainties related to the proposed merger include, among others: the risk that Family Dollar's stockholders do not approve the merger; the risk that regulatory approvals required for the merger are not obtained on the proposed terms and schedule or are obtained subject to conditions that are not anticipated; the risk that the other conditions to the closing of the merger are not satisfied; the risk that the financing required to fund the transaction is not obtained; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger; uncertainties as to the timing of the merger; competitive responses to the proposed merger; response by activist stockholders to the merger; costs and difficulties related to the integration of Family Dollar's business and operations with Dollar Tree's business and operations; the inability to obtain, or delays in obtaining, the cost savings and synergies contemplated by the merger; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed transaction and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; unexpected costs, charges or expenses resulting from the merger; litigation relating to the merger; the outcome of pending or potential litigation or governmental investigations; the inability to retain key personnel; and any changes in general economic and/or industry specific conditions.

        Consequently, all of the forward-looking statements made by Dollar Tree or Family Dollar contained or incorporated by reference in this proxy statement/prospectus are qualified by factors, risks and uncertainties, including, but not limited to, those set forth under the headings titled "Risk Factors" beginning on page [    ] of this proxy statement/prospectus and those set forth under the headings "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" in Dollar Tree's and Family Dollar's annual and quarterly reports and other filings with the SEC that are incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus.

        Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Dollar Tree and Family Dollar undertake no obligation to update or revise any forward-looking statements, even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law. As a result of these risks and others, actual results could vary significantly from those anticipated herein, and our financial condition and results of operations could be materially adversely affected.

 

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RISK FACTORS

        In addition to the other information contained or incorporated by reference into this proxy statement/prospectus, including the matters addressed in "Cautionary Statement Regarding Forward-Looking Statements" beginning on page [    ] of this proxy statement/prospectus, Family Dollar stockholders should carefully consider the following risk factors in determining whether to vote for the adoption of the merger agreement. You should also read and consider the risk factors associated with each of the businesses of Family Dollar and Dollar Tree because these risk factors may affect the operations and financial results of the combined company. These risk factors may be found under Item 1A. "Risk Factors" in Dollar Tree's Annual Report on Form 10-K for the fiscal year ended February 1, 2014, Family Dollar's Annual Report on Form 10-K for the fiscal year ended August 31, 2013, Dollar Tree's Quarterly Report on Form 10-Q for the quarter ended May 3, 2014, Family Dollar's Quarterly Report on Form 10-Q for the quarter ended May 31, 2014, Family Dollar's Quarterly Report on Form 10-Q for the quarter ended March 1, 2014, Family Dollar's Quarterly Report on Form 10-Q for the quarter ended November 30, 2013 and in future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by Family Dollar and Dollar Tree and incorporated by reference into this document. See the section entitled "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus.

The value of the stock portion of the merger consideration is subject to changes based on fluctuations in the value of Dollar Tree common stock, and Family Dollar stockholders may receive stock consideration with a value that, at the time received, is less than $14.90 per share of Family Dollar common stock.

        The market value of Dollar Tree common stock will fluctuate during the period before the date of the special meeting of Family Dollar stockholders to vote on the adoption of the merger agreement, during the 20 trading day period that the exchange ratio will be based upon, and the time between the last day of the 20 trading day period and the time Family Dollar stockholders receive merger consideration in the form of Dollar Tree common stock, as well as thereafter.

        Upon completion of the merger, each issued and outstanding share of Family Dollar common stock will be converted into the right to receive the per share merger consideration, which is equal to $59.60 in cash and a number of Dollar Tree shares equal to the exchange ratio, which depends on the average stock price. If the average stock price is greater than $49.08 and less than $59.98 per share, the exchange ratio will be the quotient of $14.90 divided by the average stock price. If the average stock price is greater than or equal to $59.98, the exchange ratio will be 0.2484. If the average stock price is less than or equal to $49.08, the exchange ratio will be 0.3036. Accordingly, the actual number of shares and the value of Dollar Tree common stock delivered to Family Dollar stockholders will depend on the average stock price, and the value of the shares of Dollar Tree common stock delivered for each such share of Family Dollar common stock may be greater than or less than, or equal to, $14.90.

        It is impossible to accurately predict the market price of Dollar Tree common stock at the effective time or during the period over which the average stock price is calculated and therefore impossible to accurately predict the number or value of the shares of Dollar Tree common stock that Family Dollar stockholders will be delivered in the merger. You should obtain current market quotations for shares of Dollar Tree common stock.

The market price of Dollar Tree common stock after the merger will continue to fluctuate and may be affected by factors different from those affecting shares of Family Dollar common stock currently.

        Upon completion of the merger, holders of Family Dollar common stock will become holders of Dollar Tree common stock. The market price of Dollar Tree common stock may fluctuate significantly following consummation of the merger and holders of Family Dollar common stock could lose the value of their investment in Dollar Tree common stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which could have a material adverse effect on

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the market for, or liquidity of, the Dollar Tree common stock, regardless of Dollar Tree's actual operating performance. In addition, Dollar Tree's business differs in important respects from that of Family Dollar, and accordingly, the results of operations of the combined company and the market price of Dollar Tree common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Dollar Tree and Family Dollar. For a discussion of the businesses of Dollar Tree and Family Dollar and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus.

Dollar Tree does not intend to pay dividends in the foreseeable future, and current Family Dollar stockholders may have to rely on increases in the trading price of Dollar Tree common stock for returns on their investment following the merger. In addition, the merger agreement places restrictions on Family Dollar's ability to pay dividends.

        Family Dollar and Dollar Tree have had different dividend policies historically. Family Dollar has consistently paid a regular quarterly dividend, but Dollar Tree does not currently pay regular quarterly dividends and does not anticipate paying dividends on its common stock in the foreseeable future. Any payment of dividends by Dollar Tree would require approval by the Dollar Tree board of directors and the board may change its dividend policy at any time. As such, Dollar Tree may not pay any regular dividends in the foreseeable future, in which case former Family Dollar stockholders who become stockholders of Dollar Tree would no longer be able to rely on receiving regular dividend payments, and they (and other Dollar Tree stockholders) would have to rely on increases in the trading price of Dollar Tree common stock for any returns on their investment. See "Comparative Per Share Market Price and Dividend Information" beginning on page [    ] for a comparison of the historical dividend practices of the two companies. In addition, under the merger agreement, Family Dollar is not permitted to pay dividends other than a single cash dividend of $0.31 in the first quarter of fiscal year 2015.

Sales of shares of Dollar Tree common stock before and after the completion of the transaction may cause the market price of Dollar Tree common stock to fall.

        Based on the number of outstanding shares of Dollar Tree common stock and Family Dollar common stock as of [            ], Dollar Tree would issue between [            ] and [            ] shares of Dollar Tree common stock in connection with the transaction. The issuance of these new shares of Dollar Tree common stock could have the effect of depressing the market price for Dollar Tree common stock.

        In addition, many Family Dollar stockholders may decide not to hold the shares of Dollar Tree common stock they will receive in the merger. Other Family Dollar stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Dollar Tree common stock that they receive in the merger. Such sales of Dollar Tree common stock could have the effect of depressing the market price for Dollar Tree common stock and may take place promptly following the merger.

Completion of the merger is subject to conditions and if these conditions are not satisfied or waived, the merger will not be completed.

        The obligations of Dollar Tree and Family Dollar to complete the merger are subject to satisfaction or waiver of a number of conditions. Each party's obligation to complete the merger is subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other conditions including adoption of the merger by the Family Dollar stockholders, expiration or termination of the applicable waiting periods under the HSR Act, the effectiveness of this Form S-4, approval of the listing on the Nasdaq of the Dollar Tree common stock to be issued in the merger, the

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absence of an injunction prohibiting the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects, delivery of officer certificates by the other party certifying satisfaction of the two preceding conditions, and in the case of Dollar Tree's obligations to complete the merger, the absence of a material adverse effect (as described in the merger agreement) on Family Dollar following July 27, 2014.

        For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page [    ] of this proxy statement/prospectus.

        The satisfaction of all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause Dollar Tree not to realize some or all of the benefits that Dollar Tree expects to achieve if the merger is successfully completed within its expected timeframe. Further, there can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. See the risk factor entitled "—Failure to complete the merger could negatively impact the stock price and the future business and financial results of Family Dollar," below.

In order to complete the merger, Dollar Tree and Family Dollar must make certain governmental filings and obtain certain governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions, completion of the merger may be jeopardized or the anticipated benefits of the merger could be reduced.

        Although Dollar Tree and Family Dollar have agreed in the merger agreement to use their reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the required expiration or termination of the waiting period under the HSR Act, there can be no assurance that the waiting period under the HSR Act will expire or be terminated. As a condition to granting termination of the waiting period under the HSR Act, governmental authorities may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of Dollar Tree's business after completion of the merger. Under the terms of the merger agreement, subject to certain exceptions, Dollar Tree and its subsidiaries are required to accept certain conditions and take certain actions imposed by governmental authorities that would apply to, or affect, the businesses, assets or properties of it, its subsidiaries or Family Dollar and its subsidiaries, described in the section entitled "The Merger—Regulatory Approvals" beginning on page [    ] of this proxy statement/prospectus. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the merger or imposing additional material costs on or materially limiting the revenues of the combined company following the merger, or otherwise adversely affecting Dollar Tree's businesses and results of operations after completion of the merger. In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. See the sections entitled "The Merger Agreement—Conditions to Completion of the Merger" and "The Merger—Regulatory Approvals" beginning on pages [    ] and [    ], respectively, of this proxy statement/prospectus.

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

        Family Dollar and Dollar Tree have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on Dollar Tree's ability to successfully combine and integrate the businesses of Dollar Tree and Family Dollar. It is possible that the pendency of the merger and/or the

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integration process could result in the loss of key employees, higher than expected costs, diversion of management attention of both Family Dollar and Dollar Tree, increased competition, the disruption of either company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company's ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits and cost savings of the merger. If Dollar Tree experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Dollar Tree and Family Dollar during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

Family Dollar's executive officers and directors have interests in the merger that may be different from your interests as a stockholder of Family Dollar or as a stockholder of Dollar Tree.

        When considering the recommendation of the Family Dollar board that Family Dollar stockholders adopt the merger agreement, Family Dollar stockholders should be aware that directors and executive officers of Family Dollar have certain interests in the merger that may be different from or in addition to the interests of Family Dollar stockholders and Dollar Tree stockholders generally. These interests include, among others, the treatment of outstanding equity awards pursuant to the merger agreement, potential severance benefits and other payments, and rights to ongoing indemnification and insurance coverage by the surviving company for acts or omissions occurring prior to the merger. See the section entitled "Interests of Family Dollar's Directors and Executive Officers in the Merger" beginning on page [    ] of this proxy statement/prospectus for a more detailed description of these interests. As a result of these interests, these directors and executive officers of Family Dollar might be more likely to support and to vote in favor of the proposals described in this proxy statement/prospectus than if they did not have these interests. Family Dollar's stockholders should consider whether these interests might have influenced these directors and executive officers to support or recommend adoption of the merger agreement.

The merger agreement limits Family Dollar's ability to pursue alternatives to the merger and may discourage other companies from trying to acquire Family Dollar for greater consideration than what Dollar Tree has agreed to pay.

        The merger agreement contains provisions that make it more difficult for Family Dollar to sell its business to a person other than Dollar Tree. These provisions include a general prohibition on Family Dollar soliciting any acquisition proposal or offer for a competing transaction. In some circumstances upon termination of the merger agreement, Family Dollar may be required to pay to Dollar Tree its out-of-pocket expenses not to exceed $90 million and/or a termination fee of $305 million (less any payment paid in respect of Dollar Tree's out-of-pocket expenses). Further, there are only limited exceptions to Family Dollar's agreement that the Family Dollar board will not withdraw or modify in a manner adverse to Dollar Tree the recommendation of the Family Dollar board in favor of the adoption of the merger agreement and to Family Dollar's agreement not to enter into an agreement with respect to a company takeover proposal.

        These provisions might discourage a third party that has an interest in acquiring all or a significant part of Family Dollar from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received or realized in the merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee or the payment of expenses that may become payable in certain circumstances.

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Failure to complete the merger could negatively impact the stock price and the future business and financial results of Family Dollar.

        If the merger is not completed for any reason, including as a result of Family Dollar stockholders failing to adopt the merger agreement, the ongoing business of Family Dollar may be adversely affected and, without realizing any of the benefits of having completed the merger, Family Dollar would be subject to a number of risks, including the following:

    Family Dollar may experience negative reactions from the financial markets, including negative impacts on its stock price;

    Family Dollar may experience negative reactions from its customers, vendors and employees;

    Family Dollar will be required to pay certain costs relating to the merger, whether or not the merger is completed;

    the merger agreement places certain restrictions on the conduct of Family Dollar's businesses prior to completion of the merger. Such restrictions, the waiver of which is subject to the consent of Dollar Tree (in certain cases, not to be unreasonably withheld, conditioned or delayed), may prevent Family Dollar from making certain acquisitions or taking certain other specified actions during the pendency of the merger (see the section entitled "The Merger Agreement—Conduct of Businesses of Family Dollar and Dollar Tree Prior to Completion of the Merger" beginning on page [    ] of this proxy statement/prospectus for a description of the restrictive covenants applicable to Family Dollar); and

    matters relating to the merger (including integration planning) will require substantial commitments of time and resources by Family Dollar management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Family Dollar as an independent company.

        In addition to the above risks, Family Dollar may be required, under certain circumstances, to pay to Dollar Tree a termination fee of $305 million or the payment of Dollar Tree's out-of-pocket expenses incurred in connection with the merger or the merger agreement not to exceed $90 million, which may materially adversely affect Family Dollar's financial results. Further, Family Dollar could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Family Dollar to perform its obligations under the merger agreement. If the merger is not completed, these risks may materialize and may adversely affect Family Dollar's businesses, financial condition, financial results and stock price.

The shares of Dollar Tree common stock to be received by Family Dollar stockholders as a result of the merger will have rights different from the shares of Family Dollar common stock.

        Upon completion of the merger, Family Dollar stockholders will no longer be stockholders of Family Dollar but will instead become Dollar Tree stockholders, and their rights as stockholders will be governed by the terms of the Dollar Tree charter and bylaws and by Virginia corporate law. The terms of the Dollar Tree charter and bylaws and Virginia corporate law are in some respects different than the terms of the Family Dollar charter and bylaws and Delaware corporate law, which currently govern the rights of Family Dollar stockholders. See the section entitled "Comparison of Stockholders' Rights" beginning on page [    ] of this proxy statement/prospectus for a discussion of the different rights associated with Dollar Tree common stock.

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After the merger, Family Dollar stockholders will have a significantly lower ownership and voting interest in Dollar Tree than they currently have in Family Dollar and will exercise less influence over management.

        Based on the number of shares of Family Dollar common stock outstanding as of [            ], and the number of shares of Dollar Tree common stock outstanding as of [            ], it is expected that, immediately after completion of the merger, former Family Dollar stockholders will own between [        ]% and [        ]% of the outstanding shares of Dollar Tree common stock. Consequently, former Family Dollar stockholders will have less influence over the management and policies of Dollar Tree than they currently have over the management and policies of Family Dollar.

In connection with the merger, Dollar Tree will incur significant additional indebtedness and may also assume certain of Family Dollar's outstanding indebtedness, which could adversely affect Dollar Tree, including by decreasing Dollar Tree's business flexibility, and will increase its interest expense.

        The consolidated indebtedness of Dollar Tree as of May 3, 2014 was approximately $757 million. Dollar Tree's pro forma indebtedness as of May 3, 2014, after giving effect to the merger and the anticipated incurrence and extinguishment of indebtedness in connection therewith, will be approximately $8,747 million. Dollar Tree will have substantially increased indebtedness following completion of the merger in comparison to that of Dollar Tree on a recent historical basis, which could have the effect, among other things, of reducing Dollar Tree's flexibility to respond to changing business and economic conditions and increasing Dollar Tree's interest expense. Dollar Tree will also incur various costs and expenses associated with the financing. The amount of cash required to pay interest on Dollar Tree's increased indebtedness levels following completion of the merger and thus the demands on Dollar Tree's cash resources will be greater than the amount of cash flows required to service the indebtedness of Dollar Tree prior to the transaction. The increased levels of indebtedness following completion of the merger could also reduce funds available for working capital, capital expenditures, acquisitions and other general corporate purposes and may create competitive disadvantages for Dollar Tree relative to other companies with lower debt levels. If Dollar Tree does not achieve the expected benefits and cost savings from the merger, or if the financial performance of the combined company does not meet current expectations, then Dollar Tree's ability to service its indebtedness may be adversely impacted.

        Certain of the indebtedness to be incurred in connection with the merger will bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect Dollar Tree's cash flows.

        In addition, Dollar Tree's credit ratings impact the cost and availability of future borrowings and, accordingly, Dollar Tree's cost of capital. Dollar Tree's ratings reflect each rating organization's opinion of Dollar Tree's financial strength, operating performance and ability to meet Dollar Tree's debt obligations. In connection with the debt financing, it is anticipated that Dollar Tree will seek ratings of its indebtedness from S&P and Moody's. There can be no assurance that Dollar Tree will achieve a particular rating or maintain a particular rating in the future.

        Moreover, Dollar Tree may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements. Dollar Tree's ability to arrange additional financing will depend on, among other factors, Dollar Tree's financial position and performance, as well as prevailing market conditions and other factors beyond Dollar Tree's control. Dollar Tree cannot assure you that it will be able to obtain additional financing on terms acceptable to Dollar Tree or at all.

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The agreements that will govern the indebtedness to be incurred or assumed in connection with the merger are expected to contain various covenants that impose restrictions on Dollar Tree and certain of its subsidiaries that may affect their ability to operate their businesses.

        The agreements that will govern the indebtedness to be incurred or assumed in connection with the merger are expected to contain various affirmative and negative covenants that may, subject to certain significant exceptions, restrict the ability of Dollar Tree and certain of its subsidiaries to, among other things, have liens on their property, incur additional indebtedness, enter into sale and lease-back transactions, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, and/or merge or consolidate with any other person or sell or convey certain of its assets to any one person, among other things. In addition, some of the agreements that govern the debt financing are expected to contain financial covenants that will require Dollar Tree to maintain certain financial ratios. The ability of Dollar Tree and its subsidiaries to comply with these provisions may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate Dollar Tree's repayment obligations.

The fairness opinion obtained by Family Dollar from its financial advisor will not reflect changes in circumstances between the date of the signing of the merger agreement and the completion of the merger.

        Family Dollar has obtained a fairness opinion dated July 27, 2014 from Morgan Stanley & Co. LLC, which has not been updated as of the date of this document and will not be updated, revised, or reaffirmed by Morgan Stanley at the time of the completion of the merger. In rendering it opinion, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of Family Dollar or Dollar Tree. These include, among other things, the impact of competition on the businesses of Family Dollar and Dollar Tree, the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Family Dollar and Dollar Tree, the industry and in the financial markets in general, which could affect the public trading value of Family Dollar common stock and Dollar Tree common stock by the time the merger is completed. The fairness opinion does not address the fairness of the merger consideration, from a financial point of view, at the time the merger is completed or as of any date other than the date of the opinion nor the prices at which Family Dollar common stock or Dollar Tree common stock will trade at any time. The fairness opinion that Family Dollar received from its financial advisor is attached as Annex D to this proxy statement/prospectus. For a description of the opinion, see "The Merger—Opinion of Family Dollar's Financial Advisor." For a description of the other factors considered by Family Dollar's board of directors in determining to approve the merger, see "The Merger—Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger."

The unaudited pro forma condensed combined financial statements included in this document are preliminary and the actual financial condition and results of operations after the merger may differ materially.

        The unaudited pro forma condensed combined financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what Dollar Tree's actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments, which are based upon assumptions and preliminary estimates, to record the Family Dollar identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Family Dollar as of the date of the completion of the merger. Accordingly, the final acquisition accounting

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adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page [    ].

The unaudited prospective financial information of Family Dollar included in this proxy statement/prospectus involves risks, uncertainties and assumptions, many of which are beyond the control of Family Dollar. As a result, it may not prove to be accurate and is not necessarily indicative of current values or future performance.

        The unaudited prospective financial information of Family Dollar contained in "The Merger—Certain Unaudited Prospective Financial Information" and referred to in "The Merger—Opinion of Family Dollar's Financial Advisor" involves risks, uncertainties and assumptions and is not a guarantee of future performance. The future financial results of Family Dollar may materially differ from those expressed in the unaudited prospective financial information due to factors that are beyond Family Dollar's ability to control or predict. Family Dollar cannot provide any assurance that Family Dollar's unaudited prospective financial information will be realized or that Family Dollar's future financial results will not materially vary from the unaudited prospective financial information. The unaudited prospective financial information covers multiple years, and the information by its nature becomes subject to greater uncertainty with each successive year. The unaudited prospective financial information does not reflect Family Dollar's current estimates and does not take into account any circumstances or events occurring after the date it was prepared.

        More specifically, the unaudited prospective financial information:

    necessarily makes numerous assumptions, many of which are beyond the control of Family Dollar and may not prove to be accurate;

    does not necessarily reflect revised prospects for Family Dollar's business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the unaudited prospective financial information was prepared;

    is not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than is reflected in the unaudited prospective financial information; and

    should not be regarded as a representation that the unaudited prospective financial information will be achieved.

        The unaudited prospective financial information was not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP and does not reflect the effect of any proposed or other changes in GAAP that may be made in the future.

The merger may not be accretive, and may be dilutive, to Dollar Tree's earnings per share, which may negatively affect the market price of Dollar Tree common stock.

        Because shares of Dollar Tree common stock will be issued in the merger, it is possible that the merger will be dilutive to Dollar Tree earnings per share, which could negatively affect the market price of shares of Dollar Tree common stock.

        In connection with the completion of the merger, based on the number of issued and outstanding shares of Dollar Tree common stock and Family Dollar common stock as of [            ], Dollar Tree would issue between [            ] and [            ] shares of Dollar Tree common stock. The issuance of these

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new shares of Dollar Tree common stock could have the effect of depressing the market price of shares of Dollar Tree common stock, through dilution of earnings per share or otherwise.

        In addition, future events and conditions could increase the dilution that is currently projected, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the merger. Any dilution of, or delay of any accretion to, Dollar Tree's earnings per share could cause the price of shares of Dollar Tree common stock to decline or grow at a reduced rate.

Dollar Tree will incur significant transaction and merger-related costs in connection with the merger.

        Dollar Tree expects to incur a number of non-recurring costs associated with the merger and combining the operations of the two companies. The substantial majority of non-recurring expenses will be comprised of transaction and regulatory costs related to the merger.

        Dollar Tree and Family Dollar have agreed in the merger agreement to use their respective reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the required expiration or termination of the waiting period under the HSR Act. See the risk factor entitled "—In order to complete the merger, Dollar Tree and Family Dollar must make certain governmental filings and obtain certain governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions, completion of the merger may be jeopardized or the anticipated benefits of the merger could be reduced" above.

        Dollar Tree also will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Dollar Tree continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies' businesses. Although Dollar Tree expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow Dollar Tree to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. See the risk factor entitled "—Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized" above.

A lawsuit has been filed against Family Dollar, its directors, Dollar Tree and merger sub challenging the merger, and an adverse ruling in such lawsuit may prevent the merger from becoming effective or from becoming effective within the expected timeframe.

        Family Dollar, its directors, Dollar Tree and merger sub are named as defendants in a putative class action lawsuit brought by a purported Family Dollar stockholder challenging the proposed merger, seeking, among other things, to enjoin consummation of the merger. One of the conditions to the completion of the merger is that no injunction by any court or other tribunal of competent jurisdiction will be in effect that prohibits or makes illegal the consummation of the merger. As such, if the plaintiffs are successful in obtaining an injunction prohibiting the consummation of the merger, then such injunction may prevent the merger from becoming effective or from becoming effective within the expected timeframe. See "The Merger—Litigation Related to the Merger" beginning on page [    ] of this proxy statement/prospectus for more information about the lawsuit related to the merger that has been filed.

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INFORMATION ABOUT THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

        This proxy statement/prospectus is being furnished to Family Dollar stockholders as part of the solicitation of proxies by the Family Dollar board for use at the special meeting to be held on [        ], at [        ] local time, at [        ], or at any postponement or adjournment thereof.

        At the special meeting, Family Dollar stockholders will be asked to consider and vote upon (i) a proposal to adopt the merger agreement, (ii) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger and (iii) a proposal for adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        Family Dollar stockholders must adopt the merger agreement in order for the merger to occur. If Family Dollar stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus, and you are encouraged to read the merger agreement carefully and in its entirety.


Record Date and Quorum

        Family Dollar has set the close of business on [      ] as the record date for the special meeting, and only holders of record of Family Dollar common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Family Dollar common stock as of the close of business on the record date. On the record date, there were [        ] shares of Family Dollar common stock outstanding and entitled to vote and, accordingly, [            ] shares of Family Dollar common stock must vote to adopt the merger agreement for the merger to occur. You will have one vote on all matters properly coming before the special meeting for each share of Family Dollar common stock that you owned on the record date.

        The presence, in person or represented by proxy, of holders of a majority of all of the outstanding shares of Family Dollar common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are considered present for purposes of establishing a quorum.


Vote Required

        The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Family Dollar common stock entitled to vote thereon. For the adoption of the merger agreement, you may vote "FOR", "AGAINST" or "ABSTAIN". Votes to abstain will not be counted as votes cast in favor of the adoption of the merger agreement but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting or if you vote to abstain, it will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

        If your shares of Family Dollar common stock are registered directly in your name with the transfer agent of Family Dollar, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares of Family Dollar common stock, the stockholder of record. If you are a stockholder of record, this proxy statement/prospectus and the enclosed proxy card have been sent directly to you by Family Dollar.

        If your shares of Family Dollar common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Family Dollar common stock held in "street name". In that case, this proxy statement/prospectus has been forwarded to you by your bank,

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brokerage firm or other nominee who is considered, with respect to those shares of Family Dollar common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

        Under the rules of the NYSE, banks, brokerage firms or other nominees who hold shares in "street name" for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the adoption of the merger agreement, the proposal to approve, by advisory (non-binding) vote, certain compensation arrangements for Family Dollar's named executive officers in connection with the merger, and adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. As a result, absent specific instructions from the beneficial owner of such shares of Family Dollar common stock, banks, brokerage firms and other nominees are not empowered to vote those shares of Family Dollar common stock on any of the proposals at the special meeting. A so-called "broker non-vote" results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares.

        The proposal to approve certain compensation arrangements for Family Dollar's named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon; however, such vote is advisory (non-binding) only. If your shares of Family Dollar common stock are present at the special meeting but your shares are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of a vote "AGAINST" the merger-related executive compensation proposal. If you fail to submit a proxy and fail to attend the special meeting, or if your shares are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Family Dollar common stock, your shares of Family Dollar common stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the merger-related executive compensation except to the extent it results in there being insufficient shares present at the meeting to establish a quorum.

        The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of the holders of a majority of shares of Family Dollar common stock present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present. If your shares of Family Dollar common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of a vote "AGAINST" adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. If you fail to submit a proxy and fail to attend the special meeting or if your shares of Family Dollar common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Family Dollar common stock, your shares of Family Dollar common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        As of the record date, and including shares owned by Mr. Levine and Trian, the directors and executive officers of Family Dollar and their affiliates beneficially owned and were entitled to vote approximately [            ] shares of Family Dollar common stock representing approximately [      ]% of the shares of Family Dollar common stock outstanding on that date. Mr. Levine and his affiliates and Trian and its affiliates, each of which is associated with one of Family Dollar's directors (or in the case

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of Mr. Levine, is a director) and as of the record date had the right to vote, in the case of Mr. Levine and his affiliates, approximately [            ] or [      ]% of the outstanding shares of Family Dollar common stock, or in the case of Trian and its affiliates, approximately [      ] or [      ]%, of the outstanding shares of Trian common stock, have agreed, subject to certain exceptions, to vote their shares of Family Dollar common stock in favor of the merger and in favor of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. For further information, see "The Merger Agreement—Voting and Support Agreements." Copies of the voting and support agreements are attached to this proxy statement/prospectus as Annex B and Annex C.


Proxies and Revocations

        If you are a stockholder of record, you may have your shares of Family Dollar common stock voted on matters presented at the special meeting in any of the following ways:

    by touch-tone telephone or over the Internet, by accessing the telephone number or Internet website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Proxies delivered over the internet or by telephone must be submitted by 11:59pm the day before the special meeting. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

    by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

    in person—you may attend the special meeting and cast your vote there.

        If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Family Dollar common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

        Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with the Office of the Corporate Secretary of Family Dollar by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates.

        If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card (each of them, with full power of substitution) will vote your shares of Family Dollar common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Family Dollar common stock should be voted "FOR" or "AGAINST" or to "ABSTAIN" from voting on all, some or none of the specific items of business to come before the special meeting.

        If you properly sign your proxy card but do not mark the boxes showing how your shares of Family Dollar common stock should be voted on a matter, the shares of Family Dollar common stock represented by your properly signed proxy will be voted "FOR" the adoption of the merger agreement, "FOR" the advisory (non-binding) vote on certain compensation arrangements and "FOR" adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

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        You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the special meeting and voting in person, or by giving written notice of revocation to Family Dollar prior to the time the special meeting begins. Written notice of revocation should be mailed to: Corporate Secretary at Family Dollar Stores, Inc., P.O. Box 1017, Charlotte, NC, 28201-1017.

        If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., Family Dollar's proxy solicitor, by calling toll-free at (800) 322-2885.

        IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF FAMILY DOLLAR COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE, OR FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.


Anticipated Date of Completion of the Merger

        Subject to the satisfaction or waiver of the closing conditions described under the section entitled, "The Merger Agreement—Conditions to Completion of the Merger" beginning on page [        ] of this proxy statement/prospectus, including the adoption of the merger agreement by Family Dollar stockholders at the special meeting, Dollar Tree and Family Dollar expect that the merger will be completed by early 2015. However, it is possible that factors outside the control of both companies could result in the merger being completed at a different time or not at all.


Solicitation of Proxies; Payment of Solicitation Expenses

        Family Dollar has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting. Family Dollar estimates that it will pay MacKenzie Partners, Inc. a fee of approximately $60,000. Family Dollar has agreed to reimburse MacKenzie Partners, Inc. for certain out-of-pocket fees and expenses and also will indemnify MacKenzie Partners, Inc. against certain losses, claims, damages, liabilities or expenses. Family Dollar also may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Family Dollar common stock. Family Dollar's directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.


Questions and Additional Information

        If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Family Dollar common stock or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact MacKenzie Partners, Inc., Family Dollar's proxy solicitor, by calling toll-free at (800) 322-2885.

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THE PARTIES TO THE MERGER

Family Dollar

    P.O. Box 1017, 10401 Monroe Road
    Charlotte, North Carolina 28201-1017
    (704) 847-6961

        Family Dollar, a Delaware corporation, operates a chain of more than 8,100 general merchandise retail discount stores in 46 states, providing value-conscious consumers with a selection of competitively priced merchandise in convenient neighborhood stores. Its merchandise assortment includes Consumables, Home Products, Apparel and Accessories, and Seasonal and Electronics. Family Dollar sells merchandise at prices that generally range from less than $1 to $10.

        Family Dollar common stock is currently listed on the NYSE under the symbol "FDO."

Dollar Tree

    500 Volvo Parkway
    Chesapeake, Virginia 23320
    (757) 321-5000

        Dollar Tree, a Virginia corporation, is the leading operator of discount variety stores offering merchandise at the fixed price of $1.00. Dollar Tree believes the variety and value of products it sells for $1.00 sets it apart from its competitors. Dollar Tree operates over 5,160 discount variety retail stores under the names of Dollar Tree, Deal$, Dollar Tree Deal$, Dollar Tree Canada, Dollar Giant and Dollar Bills. In over approximately 4,950 of these stores, Dollar Tree sells substantially all items for $1.00 or less in the United States and $1.25(CAD) or less in Canada. In substantially all of the remaining stores, operating as Deal$, Dollar Tree sells items for $1.00 or less but also sell items for more than $1.00.

        Dollar Tree common stock is listed on the Nasdaq under the symbol "DLTR."

Dime Merger Sub, Inc.

    c/o Dollar Tree, Inc.
    500 Volvo Parkway
    Chesapeake, Virginia 23320
    (757) 321-5000

        Dime Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Dollar Tree, was formed solely for the purpose of facilitating the merger. Merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. By operation of the merger, merger sub will be merged with and into Family Dollar, with Family Dollar surviving the merger as a wholly owned subsidiary of Dollar Tree.

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THE MERGER

        This section describes the merger. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Family Dollar or Dollar Tree. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Family Dollar and Dollar Tree make with the SEC that are incorporated by reference into this document, as described in the section entitled "Where You Can Find More Information" beginning on page [            ] of this proxy statement/prospectus.


Per Share Merger Consideration

        Upon completion of the merger, each issued and outstanding share of Family Dollar common stock other than shares owned by Family Dollar or Dollar Tree, or by stockholders that have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL, will be converted into the right to receive the per share merger consideration, which depends on the average stock price. If the average stock price is greater than $49.08 and less than $59.98 per share, the exchange ratio will be the quotient of $14.90 divided by the average stock price. If the average stock price is greater than or equal to $59.98, the exchange ratio will be 0.2484. If the average stock price is equal to or less than $49.08, the exchange ratio will be 0.3036. Accordingly, the actual number of shares and the value of Dollar Tree common stock delivered to Family Dollar stockholders will depend on the average stock price and the value of the number of shares of Dollar Tree common stock at the time of the merger. The value of the Dollar Tree common stock delivered for each such share of Family Dollar common stock may be greater than or less than, or equal to, $14.90. Dollar Tree common stock is traded on the Nasdaq under the trading symbol "DLTR."

        In the event that the outstanding shares of Family Dollar common stock or Dollar Tree common stock are changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination, exchange of shares, or a similar event has occurred, then the per share merger consideration will be equitably adjusted, without duplication, to proportionately reflect such change.

        The following chart illustrates a range of potential values for the per share merger consideration at varying average stock price values. The market price of Dollar Tree common stock may be more or less than, or equal to, the average stock price on the trading day that is three trading days prior to the date of the effective time or at the effective time. See the section entitled "Risk Factors—The value of the stock portion of the merger consideration is subject to changes based on fluctuations in the value of Dollar Tree common stock, and Family Dollar stockholders may receive stock consideration with a

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value that is more or less than $14.90 per share of Family Dollar common stock" beginning on page [            ] of this proxy statement/prospectus.

Average Dollar
Tree Stock
Price*
  Exchange
Ratio
  Implied Value
of Shares**
  Cash
Consideration
  Implied Per
Share Merger
Consideration***
 
$ 45.00     0.3036   $ 13.66   $ 59.60   $ 73.26  
$ 47.00     0.3036   $ 14.27   $ 59.60   $ 73.87  
$ 49.00     0.3036   $ 14.88   $ 59.60   $ 74.48  
$ 51.00     0.2922   $ 14.90   $ 59.60   $ 74.50  
$ 53.00     0.2811   $ 14.90   $ 59.60   $ 74.50  
$ 55.00     0.2709   $ 14.90   $ 59.60   $ 74.50  
$ 57.00     0.2614   $ 14.90   $ 59.60   $ 74.50  
$ 59.00     0.2525   $ 14.90   $ 59.60   $ 74.50  
$ 61.00     0.2484   $ 15.15   $ 59.60   $ 74.75  
$ 63.00     0.2484   $ 15.65   $ 59.60   $ 75.25  
$ 65.00     0.2484   $ 16.15   $ 59.60   $ 75.75  

*
This table provides, for illustrative purposes, the Family Dollar per share merger consideration at varying average stock price values. The Family Dollar per share merger consideration is calculated by multiplying the average stock price by the applicable exchange ratio and adding the cash consideration. The actual average share price may be less than $45.00 or greater than $65.00.

**
The value of a share of Family Dollar common stock at the closing of the merger is calculated by multiplying the average stock price by the applicable exchange ratio.

***
The amount in this column adds the values in the "implied value of shares" and "cash consideration" columns.


Background of the Merger

        During 2010, Family Dollar's board of directors met with senior management to review the company's stand-alone strategic plan and to deliberate about and oversee ways to enhance performance and maximize stockholder value. In the summer of 2010 Family Dollar's board of directors engaged Morgan Stanley to assist the board with this review and, at the direction of Family Dollar's board of directors, Morgan Stanley provided financial analyses of the company and advice about balance sheet matters and, in October of 2010 as an outgrowth of these reviews, Family Dollar announced an updated stand-alone strategic plan that included the incurrence of new debt, increased share buybacks, capital expenditures to remodel existing stores and the accelerated opening of new stores. In the context of these reviews of the stand-alone strategic plan, senior management of Family Dollar updated the board about informal inquiries received from and discussions with representatives of private equity firms and executives of other companies in the retail sector (none of which inquiries or discussions included actual proposals for a transaction) and the board considered, in consultation with Morgan Stanley and its legal advisor, Cleary Gottlieb Steen & Hamilton LLP (which we refer to in this proxy statement/prospectus as "Cleary Gottlieb"), alternatives to the stand-alone strategic plan.

        On February 15, 2011, Trian Fund Management, L.P., together with its affiliates (which we refer to collectively in this proxy statement/prospectus as "Trian"), which had accumulated approximately 8% of the then-outstanding shares of Family Dollar common stock, publicly proposed to acquire Family Dollar for $55 to $60 per share in cash, subject to customary conditions. Trian also offered Mr. Levine the opportunity to participate as an investor alongside Trian.

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        On March 3, 2011, the Family Dollar board of directors, together with senior management and representatives from Morgan Stanley and Cleary Gottlieb, met to review Trian's proposal. Mr. Levine informed the board that he was not interested in accepting Trian's invitation that he participate as an investor alongside Trian in connection with its proposal and confirmed that he had not had any discussions with Trian that indicated an intention to participate as such an investor. Cleary Gottlieb briefed the board about its fiduciary duties and other legal considerations relating to the consideration of Trian's proposal. The board of directors reviewed, in consultation with senior management and the advisors, the stand-alone strategic plan, as well as recent performance and longer term prospects, risks and uncertainties. Representatives of Morgan Stanley presented a financial analysis of Family Dollar and of strategic alternatives. After consulting with senior management and its financial and legal advisors, the board of directors determined that the proposal from Trian was inadequate and that the continued implementation of the stand-alone strategic plan would be in the best interests of Family Dollar stockholders. In addition, after taking note of language in Trian's filing on Schedule 13D that Trian may consider the purchase of more shares while it had an unsolicited takeover proposal pending, the board adopted a one-year stockholders rights plan to reduce the likelihood that any person or group would gain control of Family Dollar by open market accumulation or otherwise without paying an appropriate control premium for all shares.

        On May 25, 2011, William Ackman of Pershing Square Capital Management, L.P., which we refer to in this proxy statement/prospectus, together with its affiliates, as "Pershing Square", announced at an investment conference that Pershing Square beneficially owned approximately 6.9% of the then-outstanding shares of Family Dollar common stock and outlined the potential benefits of Family Dollar undertaking a leveraged recapitalization or selling itself. On June 9, 2011, Pershing Square filed a Schedule 13G disclosing that it beneficially owned approximately 8.9% of the then-outstanding shares of Family Dollar common stock.

        On September 28, 2011, Family Dollar entered into an agreement with Trian, which we refer to in this proxy statement/prospectus as the "Trian Agreement", pursuant to which the board of directors of Family Dollar increased its number of members from 10 to 11 and appointed Edward P. Garden, Chief Investment Officer and a founding partner of Trian, to fill the resulting vacancy. Under the Trian Agreement, Trian agreed to certain restrictions, which, among other things, limited Trian from acquiring economic or beneficial ownership of more than 9.9% of Family Dollar's outstanding common stock for a specified period of time, which we refer to in this proxy statement/prospectus as the "Trian Standstill Period", unless authorized by the board of directors of Family Dollar. Consistent with accepting Family Dollar's invitation to join the Family Dollar board of directors, Trian withdrew its proposal to acquire Family Dollar. Additionally, the Trian Agreement provided that, if Family Dollar announced or entered into a binding agreement providing for, or recommended that its stockholders support, a merger, share exchange or other business combination transaction in which the Family Dollar stockholders immediately prior to such transaction would cease to hold a majority of the outstanding shares of the company, or certain other corporate events, Trian would not be prevented from proposing or taking any actions in furtherance of, or consummating, a competing transaction.

        On February 24, 2012, the Family Dollar board of directors, together with senior management and representatives from Morgan Stanley and Cleary Gottlieb, met to consider whether to extend the term of the stockholders rights plan, which was scheduled to expire in one week. At this meeting, the board reviewed, in consultation with senior management and the financial and legal advisors, the stand-alone strategic plan, as well as recent performance and longer term prospects and risks and uncertainties, and reconfirmed that this stand-alone strategic plan was in the best interests of the stockholders. Taking into account the company's single class share structure, the ability of stockholders to act by written consent in lieu of a meeting, and the absence of a staggered board, as well the stockholder profile of the company and the recent statements and open market accumulation by Pershing Square, the board

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determined to extend the term of the rights plan by another year. Mr. Garden was the only director to vote against this extension.

        On November 16, 2012, in connection with preparations for the January 2013 annual meeting, the board of directors of Family Dollar, after consulting with Morgan Stanley and Cleary Gottlieb and taking into account that Pershing Square had made a public filing with the SEC (subsequent to the extension of the rights plan) indicating that Pershing Square no longer beneficially owned any shares of Family Dollar common stock, terminated the stockholders rights plan.

        On February 28, 2013, Howard Levine, the chair and chief executive officer of Family Dollar, met with a member of the board of directors of Company A, a strategic company in the retail sector, to discuss the current state of the economy and the potential for consolidation in the retail sector. At the next meeting of the board of directors of Family Dollar (which occurred on April 29, 2013), Mr. Levine updated the board about this meeting and explained that no proposals were made or discussed and that no confidential information was exchanged. The board reiterated to Mr. Levine its view that taking these types of meetings was appropriate so long as Mr. Levine kept the board updated and did not negotiate any personal post-closing arrangements. Mr. Levine confirmed that he would follow the direction of the board.

        On April 16, 2013, Mr. Levine and Mr. Garden met for a strategic discussion. During that meeting they discussed, among other things, the competitive retail environment, the mixed results from Family Dollar's growth and efficiency initiatives and the changing regulatory environment. In addition, Mr. Garden reviewed with Mr. Levine the pros and cons of a transaction with Company A, including potential synergies and productivity improvements and several potential transaction structures.

        On July 17, 2013, a prominent investment bank published an analyst report that highlighted the belief that a leveraged buyout or strategic merger may be in the near-term future for Family Dollar.

        On July 22, 2013, the Trian Standstill Period expired and Trian ceased to be limited by the standstill provisions in the Trian Agreement. Thus, Trian was no longer contractually limited from acquiring, or making proposals to acquire or promoting the acquisition of, economic or beneficial ownership of more than 9.9% of Family Dollar's outstanding common stock.

        On August 7, 2013, a second prominent investment bank published an analyst report conveying the belief that a near-term business combination transaction by Family Dollar would be in the best interests of the company.

        A meeting was scheduled for August 29, 2013 for Mr. Levine to meet with a senior executive of Company A, but the meeting was canceled by Company A.

        On October 15, 2013, Mr. Levine and George R. Mahoney, Jr., a member of the board of directors of Family Dollar, met with a senior executive and a member of the board of directors of Company A to explore the possibility of a potential business combination transaction between Family Dollar and Company A. The representatives of Company A conveyed that they had dedicated resources to analyzing a possible combination with Family Dollar and were interested in having further productive discussions with Family Dollar about a possible combination transaction. The representatives of Family Dollar conveyed that they were committed to keeping their board of directors updated and taking direction from their board and that, against this background, they were open to having further discussions. At the next meeting of the board of directors of Family Dollar (which occurred on October 23, 2013), Messrs. Levine and Mahoney updated the board about this meeting and explained that no proposals were made and that no confidential information was exchanged. The board, after consulting with Morgan Stanley and Cleary Gottlieb, authorized Mr. Levine to engage in a follow-up meeting with Company A to gauge their interest in a strategic transaction and reconfirmed Mr. Levine's commitment to keep the board updated and to refrain from negotiation of any personal post-closing arrangements.

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        At the direction of the board of directors of Family Dollar, Mr. Levine conveyed his interest in a follow-up meeting to the representatives of Company A and a follow-up meeting was scheduled for January 2014 to continue discussion about a possible business combination. First, the representatives of Company A postponed the meeting until a later date in January and then they canceled the January meeting altogether and stated that they would be in touch in the spring of 2014. Mr. Levine updated the Family Dollar board concerning each of these developments.

        On October 21, 2013, Mr. Levine met with John Paulson of Paulson & Co. Inc., a Family Dollar stockholder, which we refer to in this proxy statement/prospectus, together with its affiliates, as "Paulson", at which Mr. Paulson advocated for Family Dollar to sell itself. On November 14, 2013, Paulson disclosed on Schedule 13F beneficial ownership of 9.9% of the then-outstanding Family Dollar common stock.

        On January 6, 2014, the board of directors of Family Dollar met and resolved to terminate the employment of the company's president and chief operating officer due to concerns about deterioration in Family Dollar's operating performance.

        On January 10, 2014, Mr. Paulson sent a letter to Mr. Levine in which he again advocated for Family Dollar to explore strategic alternatives and sell itself.

        On January 13, 2014, members of senior management of Family Dollar met with representatives of Morgan Stanley to discuss the current state of Family Dollar's business and the process for developing a new stand-alone strategic plan for Family Dollar and an analysis of potential strategic alternatives.

        On January 19, 2014, the Family Dollar board of directors met with senior management to discuss strategic alternatives, including potential business combination transactions with strategic buyers and financial sponsors. The board of directors directed senior management to request that Morgan Stanley review and, at a future board meeting, provide financial analyses of Family Dollar's stand-alone strategic plan and of strategic alternatives potentially available to Family Dollar. The board of directors of Family Dollar also established a committee, which we refer to in this proxy statement/prospectus as the "board committee", of non-management directors to oversee the development of a new stand-alone strategic plan and the consideration and exploration of potential strategic alternatives, while reserving for the full board of directors of Family Dollar all decisions relating to such matters that would require approval of the board. The Family Dollar board appointed Glenn A. Eisenberg, Mr. Garden, Mr. Mahoney and Harvey Morgan to this board committee, with Mr. Eisenberg designated as its Chair.

        In January 2014, at the request of the board of directors of Family Dollar, Cleary Gottlieb, together with an econometric consultant acting under its supervision, began conducting analyses, from antitrust law perspectives, of potential business combinations with various strategic buyers and keeping the Family Dollar board of directors and the board committee apprised of the progress and results thereof to inform their assessments of potential strategic alternatives.

        On January 24, 2014, the Family Dollar board committee met with senior management. At the meeting, senior management provided an update on the development of Family Dollar's new stand-alone strategic plan and Family Dollar's process for considering strategic alternatives. The board committee requested that management arrange for Morgan Stanley to provide financial analyses of potential strategic alternatives at the board committee's next meeting.

        On February 4, 2014, the Family Dollar board committee met, with members of senior management and representatives of Morgan Stanley present at the meeting. Senior management updated the board committee with respect to the preparation of Family Dollar's new stand-alone strategic plan and reported that the process for completion of the plan remained on schedule. Representatives of Morgan Stanley provided financial analyses of strategic alternatives potentially available to Family Dollar, as well as of the stand-alone prospects for the company.

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        On February 19, 2014, a prominent investment bank published another analyst report conveying the belief that Family Dollar may be sold in the near-term.

        On February 21, 2014, the Family Dollar board committee met with management to receive an update on the process for preparing the new stand-alone strategic plan and on the analyses, from antitrust law perspectives, of combinations with potential strategic buyers then underway by Cleary Gottlieb, together with its econometric consultant.

        On February 24, 2014, a representative of J.P. Morgan Securities, LLC, financial advisor to Dollar Tree, which we refer to in this proxy statement/prospectus as "JPMorgan", made a telephone call to a representative of Morgan Stanley to express Dollar Tree's interest in discussing a potential business combination transaction with Family Dollar. On February 26, 2014, the representative of Morgan Stanley communicated by telephone to the representative from JPMorgan that Mr. Levine would be willing to speak with Bob Sasser, chief executive officer of Dollar Tree, but noted that Family Dollar was not for sale.

        On March 7, 2014, the Family Dollar board committee met, together with members of senior management and representatives of Morgan Stanley and Cleary Gottlieb, to review strategic alternatives and the most recent version of the new stand-alone strategic plan. Senior management updated the board committee with respect to the preparation of Family Dollar's new strategic stand-alone plan and reported that the process for finalizing this plan remained on schedule. Representatives of Morgan Stanley, together with senior management, reviewed with the board committee a number of potential strategic companies that could engage in a business combination transaction with Family Dollar, but noted that it was unlikely that any strategic buyer, other than Dollar Tree or Company A, would be interested in such a transaction due to a number of factors, including the commitment of many retail companies to grow organically, the lack of a good strategic fit with Family Dollar, and the material risks and challenges of integrating a company of the magnitude of Family Dollar. A representative of Morgan Stanley informed the board committee that a representative of JPMorgan had contacted a representative of Morgan Stanley on behalf of its client Dollar Tree, to convey that Mr. Sasser would be contacting Mr. Levine to set up a time for them to discuss the possibility of a business combination transaction. Mr. Levine confirmed to the board committee that he would be complying with his commitment not to negotiate any arrangements for himself and to keep the board updated and that he would not be sharing any confidential information with Dollar Tree at this time. In addition, representatives of Morgan Stanley reviewed for the board committee the prospects for a leveraged buyout of Family Dollar by one or more financial sponsors, including the serious challenges that such a transaction would face due to the magnitude of the purchase price to acquire Family Dollar. Representatives of Morgan Stanley discussed the need for a number of private equity firms to form a consortium for any leveraged buyout of Family Dollar to occur and how the size of the equity portion of the transaction would have to be larger than that seen in private equity buyouts happening under current conditions. The board committee discussed, in consultation with Morgan Stanley and management, the difficulty that financial sponsors would have matching the purchase price that a strategic company in the retail sector could pay for Family Dollar due to the materially different levels of synergies that a strategic company could reap relative to a financial sponsor.

        On March 14, 2014, Mr. Levine and Mr. Sasser met to discuss the possibility of exploring a business combination transaction. During these discussions, Mr. Levine emphasized the need for Dollar Tree to commit to pay an appropriate and adequate premium in any such transaction if the board of Family Dollar were to consider a sale of the company. Mr. Sasser responded that he needed more information about Family Dollar before discussing matters relating to the consideration that Dollar Tree might be willing to offer.

        On March 17, 2014, the members of senior management of Family Dollar held a telephone conference call with members of the board of directors of Family Dollar, as well as representatives of

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Morgan Stanley and Cleary Gottlieb, to discuss the recent meeting between Mr. Levine and Mr. Sasser and the recent work of the board committee overseeing the development of the stand-alone strategic plan and the evaluation of potential strategic alternatives. At this meeting, the directors received an update on the meeting between Mr. Levine and Mr. Sasser. The directors discussed that it would be advisable for the two companies to sign a mutual non-disclosure agreement so that some initial confidential information, including internal forecasts, could be exchanged to permit Dollar Tree to make an initial indication of the type and amount of consideration that it would be willing to pay in a business combination transaction. Subsequent to this internal discussion, James C. Snyder, Jr., general counsel of Family Dollar, communicated with William A. Old, Chief Legal Officer of Dollar Tree, expressing that Family Dollar was interested in signing a mutual non-disclosure agreement to facilitate discussions between the Family Dollar and Dollar Tree.

        On March 24, 2014, Mr. Old sent a draft mutual non-disclosure agreement to a representative of Family Dollar. Over the next two weeks, representatives of Dollar Tree and Family Dollar, Cleary Gottlieb and Dollar Tree's outside counsel, Wachtell Lipton Rosen & Katz, which we refer to in this proxy statement/prospectus as "Wachtell Lipton", negotiated the terms of the mutual non-disclosure agreement.

        On March 26, 2014, the Family Dollar board committee met, together with senior management. At the meeting, senior management further updated the board committee with respect to ongoing work on the new stand-alone strategic plan and reported that Dollar Tree had delivered a draft mutual non-disclosure agreement in connection with a request for access to confidential information concerning Family Dollar. In addition, senior management informed the board committee that representatives of Morgan Stanley had expressed to JPMorgan that Family Dollar desired to have an understanding of the price range that Dollar Tree was contemplating so that Family Dollar could determine whether further discussions and the sharing of confidential information was merited. In response, JPMorgan had indicated that Dollar Tree did not want to specify an indication of the consideration before receiving access to confidential information and understanding whether Family Dollar might be interested in a business combination transaction. The board committee confirmed that it was advisable for the two companies to sign a mutual non-disclosure agreement so that some initial confidential information, including internal forecasts, could be exchanged to permit Dollar Tree to make an initial indication of the type and amount of consideration that it would be willing to pay in a business combination transaction.

        On April 1, 2014, the Family Dollar board committee met with senior management to continue its oversight of the preparation of the new stand-alone strategic plan.

        On April 7, 2014, the Family Dollar board committee met, with senior management and representatives of Cleary Gottlieb and Morgan Stanley present, to review the new stand-alone strategic plan, which was now substantially complete, and evaluate the exploration of strategic alternatives. At the meeting, Cleary Gottlieb provided an overview of the fiduciary duties of directors and other legal considerations in connection with the evaluation of the stand-alone strategic plan and of strategic alternatives. Senior management presented to the board committee a summary of the recently developed, stand-alone strategic plan, as well as risks and uncertainties faced by the company. Representatives of Morgan Stanley then provided financial analyses of Family Dollar, based upon the internal forecasts prepared by senior management as part of the stand-alone strategic plan and the consensus projections of Wall Street analysts. Representatives of Morgan Stanley also presented a financial analysis of, and reviewed relative to the stand-alone strategic plan, a range of strategic alternatives, including leveraged recapitalizations, strategic acquisitions, sales to or other combinations with strategic companies (including, specifically, with Dollar Tree and Company A), and leveraged buyout transactions. In consultation with Morgan Stanley, Cleary Gottlieb and senior management, the board committee discussed the challenges that a financial sponsor would face in executing a leveraged buyout and in offering value comparable to that which could be offered by a strategic acquiror. The

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board committee, in consultation with senior management and Morgan Stanley, discussed further the absence of a likelihood that strategic acquirors, other than Dollar Tree and Company A, would be either interested in acquiring Family Dollar or able to offer comparable value to what Dollar Tree or Company A could pay due to a number of factors, including commitments to organic growth, lack of strategic fit, and integration challenges.

        On April 7, 2014, Family Dollar and Dollar Tree entered into a mutual non-disclosure agreement.

        On April 17, 2014, the Family Dollar board of directors met, with senior management and representatives of Cleary Gottlieb and Morgan Stanley present, to review the new stand-alone strategic plan, which was complete by this time, and evaluate the exploration of strategic alternatives. At the meeting, Cleary Gottlieb provided an overview of the fiduciary duties of directors and other legal considerations in connection with the evaluation of the new stand-alone strategic plan and strategic alternatives, including analyses, from antitrust law perspectives, of possible business combination transactions with Dollar Tree and Company A, respectively. Senior management, together with the board committee, presented the recently developed, stand-alone strategic plan and risks and uncertainties faced by the company. Representatives of Morgan Stanley reviewed for the board of directors past transactions in the retail sector and provided financial analyses of Family Dollar, based upon the internal forecasts prepared by senior management as part of the stand-alone strategic plan and the consensus projections of Wall Street analysts. Representatives of Morgan Stanley also presented a financial analysis of, and reviewed relative to the stand-alone strategic plan, a range of strategic alternatives, including leveraged recapitalizations, strategic acquisitions, sales to or other combinations with strategic companies (including, specifically, with Dollar Tree and Company A), and leveraged buyout transactions. The directors, in consultation with Morgan Stanley and Cleary Gottlieb, then discussed how a leveraged buyout by one or more financial sponsors would be challenging and not likely to generate value comparable to a sale to a strategic acquiror (citing the same reasons discussed at the March 7 board meeting) and that the opportunities for a sale or other combination transaction on attractive terms with a strategic company, other than Dollar Tree and Company A, were quite remote due to a number of factors, including commitments of retail companies to organic growth, lack of strategic fit, and integration challenges. The board discussed with the advisors and senior management the status of discussions with Dollar Tree and instructed the advisors and management to obtain an indication of the amount and type of consideration that Dollar Tree would contemplate paying to further inform the board's deliberations about the exploration of strategic alternatives.

        On April 25, 2014, senior management of Family Dollar and Dollar Tree met in person to further explore a possible business combination transaction. The management teams discussed their respective internal forecasts and stand-alone strategic plans and the potential synergies that would arise from a combination. At the meeting, Dollar Tree expressed doubt as to Family Dollar's ability to achieve the internal forecasts and that it viewed the forecasts as a stretch case.

        On April 30, 2014, a member of the board of directors of Company A sent an email to Mr. Levine informing him of personal news and indicating he would like to catch up at some point with Mr. Levine. Mr. Levine responded on May 4, 2014 by forwarding his telephone number and offering a telephone conversation, but no such conversation was subsequently held.

        On May 14, 2014, Mr. Sasser telephoned Mr. Levine to outline the terms of a non-binding proposal pursuant to which Dollar Tree would acquire Family Dollar for between $68 and $70 per share, with 75% of the consideration in the form of cash and the remainder in Dollar Tree common stock. Mr. Sasser explained that the proposal was conditioned, among other things, on Mr. Levine entering into a contractual commitment to remain employed by Family Dollar following the closing of the transaction. In response, Mr. Levine explained that he would be unwilling and unable to negotiate the terms of his post-closing contractual arrangements while material terms for a business combination transaction remained open and before he had instructions from his board to proceed with such

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negotiations. Following the call, Dollar Tree sent a letter to the board of directors of Family Dollar confirming the terms of this proposal. In the letter, Dollar Tree requested a six week period of exclusivity to conduct due diligence and negotiate the transaction.

        On May 19, 2014, the Family Dollar board committee met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley and a number of other directors present. At the meeting, Cleary Gottlieb delivered analyses, from antitrust law perspectives, of potential combinations of Family Dollar with Dollar Tree and Company A, respectively.

        Later in the day on May 19, 2014, the Family Dollar board of directors met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present, to review the proposal from Dollar Tree and decide upon next steps. At the meeting, Representatives of Morgan Stanley presented financial analyses of Family Dollar and of the proposal from Dollar Tree. Mr. Levine explained to the board of directors that Mr. Sasser had conveyed to him that Dollar Tree's proposal was conditioned on Mr. Levine's entering into a contractual commitment to remain employed by Family Dollar following the closing of the transaction. Following discussion, the board of directors instructed senior management to communicate to Dollar Tree that Dollar Tree's proposal was inadequate and not worthy of further consideration and that Family Dollar remained not-for-sale, but that Family Dollar would at least consider a more competitive offer in line with multiples and premia for precedent transactions of this type. The board of directors reiterated its prior instructions to Mr. Levine to refrain, at this time, from engaging in any negotiations with Dollar Tree about his post-closing contractual arrangements.

        On May 21, 2014, a representative of Morgan Stanley telephoned a representative of JPMorgan to communicate that Dollar Tree's proposal was inadequate and not worthy of further consideration and that Family Dollar remained not-for-sale, but that Family Dollar would at least consider a more competitive offer in line with multiples and premia for precedent transactions of this type.

        On May 22, 2014, Mr. Levine telephoned Mr. Sasser to impart that, while Family Dollar continued not to be for sale, the company would at least consider a possible business combination transaction with Dollar Tree, but the price contemplated by Dollar Tree's proposal was inadequate.

        On June 6, 2014, Carl C. Icahn and certain of his affiliates, which we refer to collectively as "Icahn" in this proxy statement/prospectus, filed a Schedule 13D disclosing that together they beneficially owned approximately 9.39% of the then-outstanding shares of Family Dollar common stock, that they wished to discuss with Family Dollar its business and strategies to enhance stockholder value, which may include the exploration of strategic alternatives, that they may seek to buy additional shares of Family Dollar stock and that they may seek representation on the board of directors of Family Dollar. The disclosure on Schedule 13D stated Icahn's belief that Family Dollar's "situation is analogous" to that faced by a number of other specified public companies. Icahn had advocated that some of these other companies engage in sales of the company and had sought to increase his ownership in some of these other companies after his initial filing on Schedule 13D.

        Also on June 6, 2014, Mr. Icahn telephoned Mr. Levine to discuss the Schedule 13D filing and to express an interest in additional communications with Family Dollar's management regarding the company's current operations and future plans, including potential strategic opportunities and potential business combination transactions. Mr. Levine asked Mr. Icahn whether he would be willing to sign a non-disclosure agreement and Mr. Icahn declined.

        On June 6, 2014, a member of the board of directors of Company A emailed Mr. Levine to suggest that they speak.

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        On June 7, 2014, Mr. Levine and the member of the board of directors of Company A had a telephone conversation, during which the representative of Company A indicated that Company A would be reluctant to participate in the negotiation of a transaction with Family Dollar if Mr. Icahn were to have a role in or control over the process.

        Also on June 7, 2014, Mr. Levine and Mr. Sasser had a telephone conversation during which Mr. Sasser indicated that Dollar Tree remained interested in pursuing a transaction with Family Dollar but also expressed concern about Mr. Icahn's involvement.

        On June 8, 2014, the Family Dollar board of directors met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present. Representatives of Cleary Gottlieb and Morgan Stanley described the status of discussions with Dollar Tree and with Company A. In addition, analyses, from antitrust law perspectives, of strategic transactions with Dollar Tree and Company A, respectively, were discussed. The board of directors directed Mr. Levine to encourage Company A to re-engage in discussions about, and to request that Dollar Tree propose improved terms for, a potential strategic transaction. Representatives of Morgan Stanley provided the board of directors with information regarding Mr. Icahn's investment activities and activist campaigns, and the board of directors of Family Dollar discussed the risk that Mr. Icahn would acquire sufficient negative control, without paying a premium to Family Dollar's other stockholders, that could impede Family Dollar's efforts to maximize stockholder value through the ongoing parallel processes of exploring strategic alternatives and implementing its new stand-alone strategic plan. In response to this risk, the board of directors of Family Dollar adopted a one-year stockholders rights plan. Mr. Garden voted against the adoption of the stockholders rights plan.

        Also on June 8, 2014, a third prominent investment bank published an analyst report conveying its belief that a sale of Family Dollar would be compelling and was likely to occur.

        On June 9, 2014, Mr. Levine telephoned Mr. Icahn to explain the rationale for the adoption of the stockholders rights plan and to express a willingness to meet with Mr. Icahn to listen to his concerns. Mr. Icahn proposed that Family Dollar consider a strategic transaction with Company A and stated that he might call Company A directly to ask them to consider a transaction. Mr. Levine and Mr. Icahn agreed to meet in person on June 18, 2014.

        Also on June 9, 2014, Mr. Levine emailed a senior representative of Company A to suggest that Cleary Gottlieb and Company A's outside counsel discuss antitrust law perspectives on a business combination transaction between Family Dollar and Company A. The senior representative of Company A indicated that it was preferable to first have a discussion with Mr. Levine. Mr. Levine, the chief executive officer and a member of the board of directors of Company A subsequently agreed to meet on June 19, 2014 to continue to explore the possibility of a potential business combination transaction between Family Dollar and Company A.

        Also on June 9, 2014, a fourth prominent investment bank published an analyst report conveying its belief that a sale of Family Dollar was likely and would be compelling.

        On June 11, 2014, Mr. Levine and members of senior management had further discussions with representatives of Dollar Tree about Family Dollar's performance, forecasts and strategic stand-alone plan, as well as potential synergies of a business combination transaction between Family Dollar and Dollar Tree.

        On June 13, 2014, Mr. Sasser telephoned Mr. Levine to increase the price specified in Dollar Tree's prior proposal to $72 per share of Family Dollar common stock, with 75% of the consideration to be paid in the form of cash and the remainder in Dollar Tree common stock.

        On June 16, 2014, the Family Dollar board of directors met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present. Senior management discussed recent

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performance. Representatives of Morgan Stanley presented financial analyses of the most recent proposal by Dollar Tree and of Family Dollar. Following discussions with its advisors, the board of directors of Family Dollar directed Mr. Levine to respond to Dollar Tree that its proposal remained inadequate.

        Later that day, Mr. Levine telephoned Mr. Sasser to convey that Dollar Tree's proposal remained inadequate. Mr. Sasser indicated that the board of directors of Dollar Tree would be meeting later that week and that Mr. Sasser would contact Mr. Levine thereafter.

        On June 18, 2014, Mr. Levine and Mr. Mahoney met with Mr. Icahn and two of his associates. Mr. Icahn urged the Family Dollar representatives to explore a sale of Family Dollar to Company A. Mr. Icahn showed little interest in discussing Family Dollar's stand-alone business plan or operations.

        On June 19, 2014, Mr. Icahn telephoned Mr. Levine to reiterate that it was imperative that Family Dollar be put up for sale immediately and to request that three of Mr. Icahn's representatives be added to the board of directors of Family Dollar immediately so that they could oversee a process to approach the company's most likely buyers. That same day, Icahn filed an amendment to its Schedule 13D disclosing a public letter from Mr. Icahn to Mr. Levine urging the immediate sale of Family Dollar and the appointment of three of his representatives to the board to oversee the sale process. The letter included the additional threat of a near-term consent solicitation to replace the entire board.

        Also on June 19, 2014, Mr. Levine and Mr. Mahoney met with the chief executive officer and a member of the board of directors of Company A. The representatives of Family Dollar conveyed that the board of Family Dollar was interested in learning of the extent of Company A's interest in a potential acquisition or other strategic transaction with Family Dollar. The representatives of Company A conveyed that Company A was not interested in a strategic transaction with Family Dollar at this time.

        On June 20, 2014, the Family Dollar board of directors met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present, to discuss the recent discussions with Dollar Tree, Company A and Mr. Icahn. The board discussed risks and uncertainties relating to the stand-alone strategic plan and the possibility of Dollar Tree's raising its proposal by another one to two dollars per share. The board discussed, in consultation with Morgan Stanley, the adequacy of such an increase in the proposed price.

        Also on June 20, 2014, Mr. Sasser telephoned Mr. Levine to increase the per-share price specified in Dollar Tree's prior proposal from $72 to $74 per share. Mr. Levine indicated that this price proposal remained too low of a price. Mr. Sasser subsequently increased the proposed price to $74.50 per share of Family Dollar common stock as Dollar Tree's best and final price and conditioned this price on Family Dollar's agreeing to a six week period of exclusivity to permit Dollar Tree to conduct due diligence and negotiate the transaction.

        Later that day, the Family Dollar board of directors met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present, to review again the stand-alone strategic plan, recent performance, risks and prospects for future performance, and strategic alternatives available to Family Dollar. The board, after reviewing with representatives of Morgan Stanley financial analyses of the latest proposal by Dollar Tree and discussing with Cleary Gottlieb legal issues relating to the execution and documentation of the proposal, instructed senior management and the advisors to begin to negotiate a merger agreement with Dollar Tree at a price of $74.50 per share, subject to a cash/stock mix that would not require a vote of the stockholders of Dollar Tree, and to negotiate and execute an exclusivity agreement with Dollar Tree for an exclusivity period ending on July 10, 2014. The board reiterated its prior instructions to refrain from negotiations of Dollar Tree's previously requested employment agreement with Mr. Levine.

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        On June 21, 2014, Mr. Levine telephoned Mr. Sasser to discuss the proposed exclusivity agreement. Mr. Sasser stressed that Dollar Tree would not proceed without exclusivity through July 28 due to the importance of completing the due diligence process he contemplated. During that conversation, Mr. Sasser mentioned again that Dollar Tree would not execute an agreement with Family Dollar with respect to a business combination transaction unless Mr. Levine would remain with the company following the closing. In response, Mr. Levine reiterated that, as instructed by the Family Dollar board, he would be unwilling and unable to negotiate the terms of his post-closing contractual arrangements while material terms for a business combination transaction remained open and before he had instructions from his board to proceed with such negotiations.

        Later that day, Wachtell Lipton sent a draft exclusivity letter to Cleary Gottlieb. Over the next several days, Wachtell Lipton and Cleary Gottlieb negotiated the terms of exclusivity.

        On June 24, 2014, the Family Dollar board of directors met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present. Cleary Gottlieb summarized the key terms of the proposed exclusivity letter, which, subject to certain exceptions, provided for an exclusivity period expiring on July 28, 2014. The board consulted with Morgan Stanley and senior management about the absence of interest from Company A at that time and absence of any inbound inquiries to either Morgan Stanley (which had been highlighted in the press releases about the stockholders rights plans as financial advisor to the board) or Family Dollar about a possible transaction notwithstanding the statements by certain prominent stockholders and analysts about how the company should be or was in play for a sale, and the remoteness of the likelihood that any other bidder could offer comparable value or would be interested in offering comparable value. In addition, the board consulted again with Morgan Stanley about its financial analyses of the latest proposal by Dollar Tree. Following these consultations with its advisors, the board of directors of Family Dollar authorized the execution of the exclusivity letter.

        On June 25, 2014, Family Dollar and Dollar Tree executed the exclusivity letter, which, subject to certain exceptions, provided for an exclusivity period expiring on July 28, 2014.

        On June 30, 2014, Wachtell Lipton sent a draft merger agreement and a draft form of voting and support agreement to Cleary Gottlieb. These documents included the request by Dollar Tree that both Trian and Mr. Levine enter into voting and support agreements in connection with the execution of the proposed merger agreement.

        On July 1, 2014, the Family Dollar board committee met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present. Cleary Gottlieb provided the board committee with an overview of the key terms of Dollar Tree's proposed draft merger agreement, including the proposed structure of the transaction, the mix of and methodology to determine the cash and stock consideration, the proposal to add Mr. Levine to the Dollar Tree board of directors, deal protection provisions, the scope of covenants relating to antitrust clearances, provisions regarding Dollar Tree's acquisition financing, and the treatment of equity awards and severance and retention arrangements. The board committee, after consultation with Cleary Gottlieb and Morgan Stanley, provided specific guidance to senior management and Cleary Gottlieb with respect to the negotiation of these key terms.

        From July 1, 2014 through July 27, 2014, Family Dollar, together with representatives of Cleary Gottlieb, Morgan Stanley and Trian engaged in negotiations with Dollar Tree and representatives of Wachtell Lipton and JPMorgan. During this period, Dollar Tree and Family Dollar continued to conduct due diligence with respect to one another. In addition, Trian and Dollar Tree engaged in negotiations of the proposed voting and support agreement during this period.

        On July 21, 2014, the Family Dollar board committee met, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present. Cleary Gottlieb provided the board

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committee with an update on the negotiations with Dollar Tree and a summary of the plans for Mr. Levine and Trian to enter into voting agreements and of the key open deal terms, including whether Family Dollar would be permitted to continue to pay dividends following execution of the merger agreement until the closing of the merger, whether there would be a closing condition with respect to the exercise of appraisal rights by Family Dollar stockholders, the scope of Dollar Tree's commitment to obtain antitrust clearance, Family Dollar's ability to terminate the merger agreement (subject to matching rights and payment of a termination fee) to enter into an agreement for a superior proposal, the size of such termination fee and whether Family Dollar would have to pay a smaller termination fee in the event the merger agreement was terminated as a result of its stockholders' failing to approve the transaction. The board committee, after consultation with Cleary Gottlieb and Morgan Stanley, provided specific guidance to senior management and Cleary Gottlieb with respect to the key deal terms that had yet to be agreed and instructed Cleary Gottlieb that it would be willing to agree to a higher termination fee and the concept of a termination fee or expense reimbursement in the event of a no vote in exchange for greater deal certainty. The advisors explained to the board committee that Dollar Tree was adamant that there would be no execution of the definitive agreement unless and until an agreement with Mr. Levine relating to post-closing employment was executed and how no negotiations of such agreement had occurred to-date. The board committee, after consulting with the advisors, instructed the advisors and Mr. Levine that, once these remaining key terms had been agreed to by Dollar Tree, Mr. Levine, together with Mr. Levine's counsel, would be permitted to negotiate with Dollar Tree regarding the terms of Mr. Levine's post-closing employment.

        During the late evening of July 25, 2014, Family Dollar and Dollar Tree reached agreement on all material terms of the merger agreement, including the terms relating to the merger consideration, the termination fees and other deal protections, the payment of dividends, the termination provisions, the regulatory covenants, and the closing conditions. Dollar Tree also reached agreement with Trian and Mr. Levine on the terms of the voting and support agreements. Thereafter, Dollar Tree and Mr. Levine began their negotiations of the terms of Mr. Levine's continued employment following the closing of the transaction. The parties reached agreement with respect thereto, to be documented in the form of an amendment to Mr. Levine's existing employment agreement, on July 27, 2014.

        On the evening of July 27, 2014, the Family Dollar board of directors held a meeting, with senior management and representatives from Cleary Gottlieb and Morgan Stanley present. After an update about recent performance and the company's prospects from senior management, Cleary Gottlieb reviewed for the board of directors its fiduciary duties in connection with its consideration of this transaction and the terms of the proposed merger agreement with Dollar Tree, including the transaction structure, merger consideration, closing conditions, antitrust covenants, provisions relating to Family Dollar's ability to respond to alternative proposals, termination rights, termination fees, financing matters, employee benefit and related retention and severance matters and other terms and conditions. Cleary Gottlieb also described for the board of directors the terms of the proposed voting and support agreements with Mr. Levine, Trian and certain of their affiliates, the proposed amendment to Mr. Levine's employment agreement and a proposed amendment to the stockholders rights plan to render the rights plan inapplicable to the merger agreement, the voting agreements and the transactions they contemplated. Senior management provided the board of directors with an overview of the results of Family Dollar's and its advisors' due diligence investigation of Dollar Tree. Representatives of Morgan Stanley then reviewed the financial terms of the merger agreement and delivered to the board of directors of Family Dollar an oral opinion, which was subsequently confirmed in writing as of July 27, 2014, to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the

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merger agreement was fair from a financial point of view to such holders. The full text of Morgan Stanley's written opinion to the Family Dollar board of directors, dated July 27, 2014, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex D.

        After considering the proposed terms of the merger agreement, the voting and support agreements, the amendment to Mr. Levine's employment agreement, the amendment to the stockholders rights plan, the views of management, the presentations of its legal and financial advisors and the opinion of Morgan Stanley, and taking into consideration the factors described in the section entitled "—Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger" beginning on page [      ] of this proxy statement/prospectus, the Family Dollar board of directors unanimously determined that the merger agreemen, voting and support agreements, the amendment to Mr. Levine's employment agreement, the amendment to the stockholders rights plan and the transactions contemplated thereby, including the merger, were advisable and fair to and in the best interests of Family Dollar and its stockholders, and approved the merger agreement, the voting and support agreements, the amendment to Mr. Levine's employment agreement and the amendment to the stockholders rights plan, and the transactions contemplated thereby, and recommended that the stockholders of Family Dollar adopt the merger agreement.

        On July 27, 2014, following the meeting of the board of directors of Family Dollar, the merger agreement, the voting and support agreements, the amendment to Mr. Levine's employment agreement and the amendment to the stockholders rights plan were executed and delivered.

        On July 28, 2014, Dollar Tree and Family Dollar issued a joint press release announcing that they had entered into the merger agreement.


Recommendation of the Family Dollar Board of Directors; Family Dollar's Reasons for the Merger

        In reaching its decision to approve, and declare advisable, the merger agreement and resolving that it recommends that Family Dollar's stockholders adopt the merger agreement, the Family Dollar board of directors, as described above in the section entitled "—Background of the Merger", held a number of meetings, consulted with Family Dollar's senior management and its legal and financial advisors at Cleary Gottlieb and Morgan Stanley, and considered a number of factors, including its knowledge of the business, assets, and liabilities, results of operations, financial performance, strategic direction and prospects of each of Family Dollar and Dollar Tree (taking into account the results of Family Dollar's due diligence of Dollar Tree), as well as the risks in achieving those prospects (including uncertainties associated with implementing Family Dollar's stand-alone strategic plan and achieving the related internal financial forecasts) and the anticipated effects of the transaction. The various factors the Family Dollar board of directors considered that weighed positively in favor of the merger agreement, the merger and the other transactions contemplated by the merger agreement included, among others and not necessarily in order of relative importance:

    the potential strategic alternatives available to Family Dollar, including the possibility of remaining a stand-alone entity, and the assessment of the Family Dollar board of directors, in consultation with Morgan Stanley, senior management and Cleary Gottlieb, that no other alternatives reasonably available to Family Dollar at this time were likely to create greater value for Family Dollar stockholders than the merger, particularly in recognition of the ongoing risks that Family Dollar faces in an industry with intense competition;

    the risk that Family Dollar's performance may not meet, and in recent quarters had not met, market expectations, which could adversely affect the trading range of Family Dollar's share price, and that Family Dollar's performance may not meet publicly available Wall Street projections or internal forecasts (including the Family Dollar forecasts) and that, as reflected in

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      the Family Dollar sensitivity case, EBITDA margin may cease to grow following the 2016 fiscal year (or may cease to grow or decrease even earlier due to risks and uncertainties surrounding the Family Dollar sensitivity case);

    the strategic vulnerabilities facing Family Dollar's business, in particular with respect to the risks associated with competing with competitors that may have better purchasing power and execution capabilities, and an enhanced ability to lower expenses and leverage costs;

    the fact that, on June 19, 2014, Company A indicated to Family Dollar that it was not interested in a strategic transaction with Family Dollar at that time;

    the fact that, despite a number of statements by high profile, activist stockholders and reports by prominent research analysts to the effect that Family Dollar is or should be in play for a near-term strategic transaction or sale of the company, neither Family Dollar nor Morgan Stanley (which had been highlighted in a number of press releases over the last few years as financial advisor to Family Dollar) received any inbound inquiries in recent years other than the unsolicited proposal from Trian to acquire the company at $55 to $60 in cash, which proposal was subsequently withdrawn; the inquiry from Company A, which ended with a statement that Company A was no longer interested in a transaction; the inquiry from Dollar Tree; and occasional communications between representatives of private equity sponsors and senior management, which communications consisted primarily of informal discussions of market trends and failed to include any proposal or indication of plans to make a proposal for a transaction with the company;

    the determination, based on consultations with and consideration of presentations by Morgan Stanley and senior management, that there was an absence of a likelihood that strategic acquirors, other than Dollar Tree and Company A, would be either interested in acquiring Family Dollar or able to offer comparable value to what Dollar Tree or Company A could pay due to a number of factors, including commitments to organic growth, lack of strategic fit, and integration challenges;

    the determination, based on consultations with and consideration of presentations by Morgan Stanley and senior management, that a leveraged buyout by financial sponsors would face serious challenges due to the magnitude of the purchase price to acquire Family Dollar, the need for a number of private equity firms to form a consortium for any leveraged buyout of Family Dollar to occur and the need for the size of the equity portion of the transaction to be larger than that seen in private equity buyouts happening under current conditions, as well as the difficulty that financial sponsors would have matching the purchase price that a strategic company in the retail sector, such as Dollar Tree, would pay for Family Dollar due to the materially different levels of synergies that a strategic company, such as Dollar Tree, would reap relative to a financial sponsor;

    the historical trading prices of Family Dollar common stock and Dollar Tree common stock;

    the fact that approximately 20% of the consideration consists of stock of the combined company, which stock is expected to generate value based on the board's consideration of:

    the results of Family Dollar's due diligence investigation of Dollar Tree and the reputation, business practices and experience of Dollar Tree and its management;

    how the combined company may be able to help address Family Dollar's strategic vulnerabilities and increase competitiveness with other competitors in the industry; and

    how the combined company is expected to enhance operating efficiencies and generate meaningful synergies after combining their operations;

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    the stock component of the merger consideration will allow Family Dollar's stockholders to participate in the benefit of the anticipated synergies from the transaction following the closing of the merger, while the cash portion of the merger consideration will provide liquidity and certainty of value upon the consummation of the merger;

    the fact that the stock portion of the merger consideration is subject to a 10% collar mechanism which helps protect the value of the stock consideration during the pendency of the transaction;

    the fact that the merger consideration as of July 25, 2014 represented an approximately 28% premium to Family Dollar's common stock's unaffected closing price of $58.04 on April 4, 2014, the last trading day before Carl Icahn began accumulating Family Dollar stock;

    the fact that the merger consideration finally agreed to was the result of successive, negotiated increases by Dollar Tree from its original proposed merger consideration of $68.00 to $70.00 per share of Family Dollar common stock;

    the opinion of Morgan Stanley rendered to Family Dollar's board of directors on July 27, 2014 to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the merger agreement was fair from a financial point of view to such holders, as more fully described in the section entitled "The Merger—Opinion of Family Dollar's Financial Advisor" beginning on page [    ] of this proxy statement/prospectus;

    the fact that the merger agreement permits Family Dollar, subject to certain limitations, to continue to operate in the ordinary course of business during the period prior to completion of the merger;

    the commitments made by Dollar Tree with respect to obtaining the regulatory approvals required to complete the merger, including proffering or agreeing to divest, or divesting, up to 500 retail stores if necessary to obtain antitrust clearance in order to permit the closing to occur by the end date, and the assessment of the Family Dollar board of directors, based on advice from outside counsel, regarding the likelihood of obtaining required regulatory approvals for the transaction;

    the probability that the conditions to completion of the merger would be satisfied prior to the end date;

    the right of the stockholders of Family Dollar to exercise dissenter's rights to assure that they receive a fair price for their shares (as more fully described in the section entitled "Appraisal Rights of Family Dollar Stockholders" beginning on page [      ] of this proxy statement/prospectus);

    the fact that the merger is subject to the approval of the stockholders of Family Dollar, who will be free to approve or reject the merger, while the merger is not subject to the conditionality and execution risk of any required approval by Dollar Tree's stockholders;

    the fact that the financial and other terms and conditions of the merger agreement and the transactions contemplated thereby, including the commitments to obtain antitrust clearance provided by Dollar Tree and the absence of a financing condition, were the product of arm's-length negotiations between the parties and provided reasonable assurances that the merger would ultimately be consummated on a timely basis;

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    the absence of any limitation in the merger agreement on the right of Family Dollar to obtain an order of specific performance to force Dollar Tree to comply with its obligation to consummate the merger once the closing conditions are satisfied even if Dollar Tree's financing is not available and the absence from the merger agreement of a reverse termination fee structure or other cap on damages in the event that Dollar Tree breaches its obligation to consummate the merger even if such failure arises from the unavailability of financing; and

    the Family Dollar board of directors' view that the terms of the merger agreement would not preclude or otherwise limit any third party with financial capability and strategic interest from pursuing a potential superior proposal with Family Dollar. In this regard the Family Dollar board of directors considered the ability of the Family Dollar board of directors, in certain circumstances, to change its recommendation to Family Dollar stockholders in favor of the merger and to terminate the merger agreement to enter into a superior proposal, subject to certain matching rights of Dollar Tree and payment of a $305 million termination fee.

        The Family Dollar board of directors also considered in its deliberations a number of uncertainties and risks and other potentially negative factors concerning the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the following (not necessarily in order of relative importance):

    the fact that because approximately 20% of the merger consideration is payable in shares of Dollar Tree common stock, Family Dollar stockholders will be adversely affected by any decrease prior to completion of the merger in the trading price of Dollar Tree common stock below the 10% floating exchange ratio collar, and will in such circumstances receive less value for their shares upon completion of the merger;

    the fact that, because approximately 80% of the merger consideration is payable in cash and the stock component of the merger consideration is subject to a 10% floating exchange ratio collar, it is possible that Family Dollar stockholders will not share in the entire amount of any increase prior to completion of the merger in the trading price of Dollar Tree common stock;

    the fact that the receipt of the merger consideration in exchange for shares of Family Dollar common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes;

    the potential length and uncertainty of the regulatory approval process and, consequently, the period during which Family Dollar may be subject to restrictions in the merger agreement regarding the operation of its business and during which time management's attention may be diverted and the potential for employee attrition, together with the associated cost from adopting a retention plan intended primarily to reduce the likelihood of such employee attrition;

    the fact that there are restrictions on the conduct of Family Dollar's business prior to the consummation of the merger, requiring Family Dollar to conduct its business only in the ordinary course of business and subject to specific limitations, which may prevent or delay Family Dollar from undertaking business opportunities that may arise during the term of the merger agreement, whether or not the merger is consummated;

    the scope of Dollar Tree's commitments to take certain actions and agree to certain conditions in order to obtain required regulatory approvals, together with the fact that, if the transaction is not completed as a result of regulatory impediments or other reasons, Dollar Tree will not be obligated to pay any "reverse termination fee";

    the fact that, due to the insistence of Dollar Tree that its proposal be kept strictly confidential and that it be given an adequate period in which to conduct due diligence and negotiate the terms of the merger agreement, Family Dollar entered into the merger agreement after an

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      approximately five week exclusivity period, although the merger agreement does permit Family Dollar, subject to compliance with the terms and conditions of the merger agreement, to respond to unsolicited acquisition proposals that are reasonably expected to lead to a superior proposal;

    certain provisions of the merger agreement which could have the effect of discouraging third party offers for Family Dollar, including the restriction on Family Dollar's ability to solicit third party proposals for alternative transactions and the possibility of having to pay Dollar Tree a $305 million fee under certain circumstances as more fully described in the section entitled "The Merger Agreement—Termination of the Merger Agreement—Termination Fee" beginning on page [      ] of this proxy statement/prospectus;

    the risk that, if Family Dollar's stockholders do not adopt the merger agreement at the special meeting, Family Dollar will have to reimburse Dollar Tree for its out-of-pocket expenses not to exceed $90 million;

    the significant costs involved in connection with entering into the merger agreement and the substantial time and effort of management required to complete the merger, which may disrupt Family Dollar's business operations;

    the risk that synergies may not be realized or may not be captured by the combined businesses to the extent and within the timeframe expected;

    the risks and challenges inherent in the combination of two businesses of the size, scope and complexity of Family Dollar and Dollar Tree, including unforeseen difficulties in integrating operations and systems and difficulties integrating employees;

    the potential effect on Family Dollar's business and business relationships as a result of the announcement of the merger and the uncertainty regarding whether or not the merger will be completed;

    the fact that, despite the efforts of Dollar Tree and Family Dollar, and even if the merger is approved by Family Dollar stockholders, the merger may not be completed or may be delayed;

    the fact that some of Family Dollar's directors and executive officers have other interests in the merger that are in addition to their interests as Family Dollar stockholders, including the manner in which they would be affected by the merger (as more fully described in the section entitled "—Interests of Family Dollar's Directors and Executive Officers in the Merger" beginning on page [      ] of this proxy statement/prospectus);

    the fact that Dollar Tree may incur indebtedness of up to $8.2 billion in connection with the merger together with a revolving commitment for an additional $1.25 billion, which debt may adversely affect the combined company's results of operations and cash flows following the merger;

    the fact that, under the merger agreement, Family Dollar is not permitted to engage in share buybacks or pay dividends (other than a single cash dividend of $0.31 in the first quarter of fiscal year 2015), which will result in any cash generated by Family Dollar during the period between the execution of the merger agreement and closing of the merger benefiting the stockholders of the combined company, rather than solely the Family Dollar stockholders, if the merger is consummated; and

    various other risks associated with the merger and the business of Family Dollar, Dollar Tree and the combined company described in the section entitled "Risk Factors" beginning on page [      ] of this proxy statement/prospectus.

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        The Family Dollar board of directors determined that overall these potential risks and uncertainties were outweighed by the benefits that the Family Dollar board of directors expects to achieve for its stockholders as a result of the merger. The Family Dollar board of directors realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

        The foregoing discussion of the information and factors that the Family Dollar board of directors considered is not intended to be exhaustive, but is meant to include the material factors supporting the merger agreement, the merger and the other transactions contemplated by the merger agreement that the Family Dollar board of directors considered. In view of the complexity and wide variety of factors that the Family Dollar board of directors considered, the Family Dollar board of directors did not find it practical to, nor did it attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors considered. In addition, individual members of the Family Dollar board of directors may have given different weights to different factors.

        The foregoing description of Family Dollar's consideration of the factors supporting the merger agreement, the merger and the other transactions contemplated by the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page [      ] of this proxy statement/prospectus.

        ACCORDINGLY, THE FAMILY DOLLAR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FAMILY DOLLAR STOCKHOLDERS VOTE "FOR" ADOPTION OF THE MERGER AGREEMENT, "FOR" THE APPROVAL, BY ADVISORY (NON-BINDING) VOTE, OF CERTAIN COMPENSATION ARRANGEMENTS FOR FAMILY DOLLAR'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND "FOR" ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.


Opinion of Family Dollar's Financial Advisor

Opinion of Morgan Stanley & Co. LLC

        The Family Dollar board of directors retained Morgan Stanley to act as its financial advisor and to provide it with a financial opinion in connection with the proposed merger. Family Dollar selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the industry, business and affairs of Family Dollar. At the meeting of the Family Dollar board of directors on July 27, 2014, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing on the same date, to the Family Dollar board of directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of Morgan Stanley's written opinion to the Family Dollar board of directors, dated July 27, 2014, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex D. The foregoing summary of Morgan Stanley's opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley's opinion, this section and the

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summary of Morgan Stanley's opinion below carefully and in their entirety. Morgan Stanley's opinion was for the benefit of the Family Dollar board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley's opinion was not intended to, and does not, constitute advice or a recommendation as to how Family Dollar's stockholders should vote at any stockholders' meeting to be held in connection with the merger or take any other action with respect to the merger.

        In connection with rendering its opinion, Morgan Stanley, among other things:

    (a)
    reviewed certain publicly available financial statements and other business and financial information of Family Dollar and Dollar Tree, respectively;

    (b)
    reviewed certain internal financial statements and other financial and operating data concerning Family Dollar and Dollar Tree, respectively;

    (c)
    reviewed certain financial projections prepared by the managements of Family Dollar and Dollar Tree, respectively;

    (d)
    reviewed information relating to certain strategic, financial and operational benefits anticipated from the merger, prepared by the managements of Family Dollar and Dollar Tree, respectively;

    (e)
    discussed the past and current operations and financial condition and the prospects of Family Dollar, including information relating to certain strategic, financial and operational benefits anticipated from the merger, with senior executives of Family Dollar;

    (f)
    discussed the past and current operations and financial condition and the prospects of Dollar Tree with senior executives of Dollar Tree;

    (g)
    reviewed the pro forma impact of the merger on Dollar Tree's earnings per share, cash flow, consolidated capitalization and financial ratios;

    (h)
    reviewed the reported prices and trading activity for Family Dollar common stock and Dollar Tree common stock;

    (i)
    compared the financial performance of Family Dollar and Dollar Tree and the prices and trading activity of Family Dollar common stock and Dollar Tree common stock with that of certain other publicly-traded companies comparable with Family Dollar and Dollar Tree, respectively, and their securities;

    (j)
    reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

    (k)
    participated in certain discussions and negotiations among representatives of Family Dollar and Dollar Tree and their financial and legal advisors;

    (l)
    reviewed the merger agreement and the debt commitment letter and certain related documents;

    (m)
    performed certain sensitivities analyses with regard to certain financial projections prepared by the management of Family Dollar, at the direction of the Family Dollar board of directors; and

    (n)
    performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

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        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Family Dollar and Dollar Tree and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the merger, Morgan Stanley (i) performed certain sensitivities analyses with regard to certain financial projections of Family Dollar prepared by the management of Family Dollar, at the direction of the Family Dollar board of directors and (ii) otherwise assumed, with the consent of the Family Dollar board of directors, that such financial projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Family Dollar and Dollar Tree of the future financial performance of Family Dollar and Dollar Tree, respectively. In addition, Morgan Stanley assumed that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions and that Dollar Tree would obtain financing in accordance with the terms set forth in the debt commitment letter. Morgan Stanley's opinion does not address the relative merits of the merger as compared to any other alternative business transactions, or whether or not such alternative business transactions could be achieved or are available. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Dollar Tree and Family Dollar and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Family Dollar's officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Family Dollar or Dollar Tree, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

        The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the Family Dollar board of directors. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 25, 2014, which was the last trading day prior to the date on which the Family Dollar board of directors approved the merger, and is not necessarily indicative of current market conditions.

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        In performing its financial analyses summarized below and in arriving at its opinion, Morgan Stanley used and relied upon the following financial projections: (1) with respect to Family Dollar, (a) the Family Dollar forecasts, as more fully described below in the section entitled "—Certain Unaudited Prospective Financial Information" beginning on page [    ] of this proxy statement/prospectus, (b) the Family Dollar sensitivity case, as more fully described below in the section entitled "—Certain Unaudited Prospective Financial Information" beginning on page [    ] of this proxy statement/prospectus and (c) certain publicly available Wall Street projections of Family Dollar, which Morgan Stanley used and relied on with the consent of the Family Dollar board of directors, referred to below as the Family Dollar Wall Street case and (2) with respect to Dollar Tree, (a) certain financial projections of Dollar Tree prepared by the management of Dollar Tree, which Morgan Stanley used and relied on with the consent of the Family Dollar board of directors, referred to below as the Dollar Tree forecasts and (b) certain publicly available Wall Street projections of Dollar Tree, which Morgan Stanley used and relied on with the consent of the Family Dollar board of directors, referred to below as the Dollar Tree Wall Street case.

Analyses Related to Family Dollar

Historical Trading Range Analysis

        Morgan Stanley reviewed the share price performance of Family Dollar common stock for various periods ending July 25, 2014 and on various dates. Morgan Stanley compared an implied value of the per share merger consideration of $74.50 (determined by adding the cash consideration of $59.60 per share of Family Dollar common stock to $14.90, the implied value of the stock portion of the per share merger consideration based on the closing price per share of Dollar Tree common stock on July 25, 2014) to the share price performance of Family Dollar common stock over such periods and on such dates. The following table lists the implied transaction premiums based on such calculations:

    a premium of approximately 22.8% over the closing price per share of Family Dollar common stock on July 25, 2014 of $60.66;

    a premium of approximately 28.4% over the closing price per share of Family Dollar common stock on April 4, 2014, which was the last trading day prior to the date on which Icahn started to accumulate Family Dollar common stock, of $58.04;

    a premium of approximately 31.5% over the closing price per share of Family Dollar common stock on May 23, 2014, which was the last trading day prior to the date on which Icahn commenced a second accumulation of Family Dollar common stock, of $56.65;

    a premium of approximately 23.9% over the closing price per share of Family Dollar common stock on June 5, 2014, which was the last trading day prior to the date on which Icahn made a 13D filing, of $60.11;

    a premium of approximately 21.0% over the volume weighted average price per share, or VWAP, during the three-month trading period immediately preceding July 25, 2014, of approximately $61.58;

    a premium of approximately 21.4% over the VWAP during the six-month trading period immediately preceding July 25, 2014, of approximately $61.35;

    a premium of approximately 14.1% over the VWAP during the one-year trading period immediately preceding July 25, 2014, of approximately $65.28;

    a premium of approximately 19.4% over the VWAP during the three-year trading period immediately preceding July 25, 2014, of approximately $62.39;

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    a premium of approximately 38.6% over the VWAP during the five-year trading period immediately preceding July 25, 2014, of approximately $53.75;

    a discount of approximately 1.0% to the highest closing price during the 52-week period ending July 25, 2014, of $75.29; and

    a premium of approximately 33.9% over the lowest closing price during the 52-week period ending July 25, 2014, of $55.64.

Equity Research Analysts' Price Targets

        Morgan Stanley reviewed select undiscounted price targets per share of Family Dollar common stock prepared and published by equity research analysts that had been published by Thomson Reuters during the time period from July 25, 2013 to July 25, 2014. These targets reflect each analyst's estimate of the future public market-trading price per share of Family Dollar common stock. In order to better compare the equity research analysts' stock price targets with the merger consideration, Morgan Stanley discounted the undiscounted stock price targets to present value on July 25, 2014 by applying a discount rate of 8.0%, which discount rate was selected based on Family Dollar's assumed cost of equity. This analysis indicated an implied range of equity values for Family Dollar common stock of $46.00 per share to $73.00 per share, in each case rounded to the nearest $1.00 per share.

        The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Family Dollar shares of common stock and these estimates are subject to uncertainties, including the future financial performance of Family Dollar and future financial market conditions.

Comparable Public Company Analysis

        Morgan Stanley performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain publicly available and internal financial information of Family Dollar with corresponding financial data for other companies that shared certain similar characteristics to Family Dollar to derive an implied valuation range for Family Dollar. The companies used in this comparison included the following companies:

    Big Lots, Inc.

    Costco Wholesale Corporation

    Dollar General Corporation

    Dollar Tree, Inc.

    Dollarama Inc.

    Five Below, Inc.

    Fred's, Inc.

    Rite Aid Corporation

    Target Corporation

    Wal-Mart Stores, Inc.

        The above companies were chosen based on Morgan Stanley's knowledge of the industry and because they have businesses that may be considered similar to Family Dollar's. Although none of such companies are identical or directly comparable to Family Dollar, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks,

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growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to Family Dollar.

        For purposes of this analysis, Morgan Stanley analyzed the following statistics of each of these companies based on publicly available financial information published by Thomson Reuters:

    the ratio of aggregate value, or AV (which is defined as fully diluted market capitalization, based on the closing stock price of the comparable companies on July 25, 2014, plus total debt and minority interest less cash and cash equivalents), to estimated non-GAAP earnings before interest, taxes, depreciation and amortization, or EBITDA, for the twelve-month period ending January 31, 2015, or standardized year 2015; and

    the ratio of stock price to estimated earnings per share, or EPS, which is referred to below as the P/E ratio and is defined as closing stock price per share on July 25, 2014 divided by estimated non-GAAP EPS, for standardized year 2015.

        Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a representative AV to EBITDA ratio range of 8.0x to 9.5x and a representative P/E ratio range of 16.0x to 17.0x of the comparable companies and applied these ranges of multiples to each of the relevant Family Dollar financial metrics. For purposes of estimated standardized year 2015 EBITDA and standardized year 2015 EPS for Family Dollar, Morgan Stanley used the Family Dollar forecasts and Family Dollar Wall Street case. Based on Family Dollar's fully diluted outstanding shares as of July 25, 2014, determined using the treasury method, Morgan Stanley estimated the implied value per Family Dollar share as follows:

Estimated Standardized Year 2015 Metric
  Implied Value Per Share Range for
Family Dollar (in each case rounded to the
nearest $1.00 per share)
 

AV to EBITDA ratio (Family Dollar forecasts(1))

  $ 57.00 – $69.00  

AV to EBITDA ratio (Family Dollar Wall Street case)

  $ 52.00 – $63.00  

P/E ratio (Family Dollar forecasts(1))

  $ 52.00 – $56.00  

P/E ratio (Family Dollar Wall Street case)

  $ 51.00 – $54.00  

(1)
The Family Dollar sensitivity case contains the same estimated financial metrics for standardized year 2015 as the Family Dollar forecasts.

        No company included in the comparable company analysis is identical to Family Dollar. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Family Dollar. These include, among other things, the impact of competition on the business of Family Dollar and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Family Dollar and the industry, and in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

Discounted Future Equity Value Analysis

        Morgan Stanley performed a discounted equity value analysis to calculate ranges of implied equity values per share of Family Dollar as of July 25, 2014, which is designed to provide insight into the estimated future implied value of a company's common equity as a function of estimated future EBITDA and a potential range of AV to EBITDA multiples. Morgan Stanley first adjusted the estimated one-year forward EBITDA of Family Dollar for each of the Family Dollar forecasts, the Family Dollar sensitivity case, and the Family Dollar Wall Street case by estimated net debt. Morgan

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Stanley then calculated an illustrative undiscounted AV for Family Dollar by applying an AV/EBITDA multiples range of 7.0x to 8.0x to such adjusted estimated one-year forward EBITDA of Family Dollar from standardized year 2015 and standardized year 2016 (i.e., for the twelve-month period ending January 31, 2016 and January 31, 2017, respectively). Morgan Stanley discounted such undiscounted AV ranges to present value to July 25, 2014 by applying a discount rate of 8.0%, reflecting estimates of the cost of equity for Family Dollar. Morgan Stanley then derived the following range of implied equity values per share for Family Dollar by dividing the resulting implied discounted AV ranges by Family Dollar's fully diluted shares outstanding as of July 25, 2014, determined using the treasury method:

 
  Implied Equity Value Per Share of
Family Dollar (in each case
rounded to the nearest $1.00 per
share) based on estimated one-
year forward EBITDA from 2015
  Implied Equity Value Per Share of
Family Dollar (in each case
rounded to the nearest $1.00 per
share) based on estimated one-
year forward EBITDA from 2016
 

Family Dollar forecasts

  $ 61 – $70   $ 70 – $80  

Family Dollar sensitivity case

  $ 61 – $70 (1) $ 68 – $78  

Family Dollar Wall Street case

  $ 50 – $57   $ 50 – $57  

(1)
The Family Dollar sensitivity case contains the same estimated financial metrics for standardized year 2015 as the Family Dollar forecasts.

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share for Family Dollar based on estimates of future cash flow for the five-year period starting July 25, 2014. Morgan Stanley first calculated, in each case of the Family Dollar forecasts, the Family Dollar sensitivity case, and the Family Dollar Wall Street case, the estimated unlevered free cash flows of Family Dollar for the period from July 25, 2014 and ending January 31, 2015 through standardized year 2019 (for the twelve-month period ending January 31, 2019). Morgan Stanley then calculated a terminal value for Family Dollar by applying a range of EBITDA multiples of 7.0x to 8.0x to the one-year forward EBITDA of Family Dollar from standardized year 2019 (i.e., for the twelve-month period ending January 31, 2020), which was extrapolated by Morgan Stanley based on each of Family Dollar forecasts, the Family Dollar sensitivity case, and Family Dollar Wall Street case, using assumptions that were approved for Morgan Stanley's use by Family Dollar. The unlevered free cash flows for the period from July 25, 2014 and ending January 31, 2015 through standardized year 2019 (for the twelve-month period ending January 31, 2019) and the terminal values were then discounted to July 25, 2014 by using a mid-year discounting convention and applying a range of discount rates of 7.5% to 8.5% (which Morgan Stanley derived based on Family Dollar's assumed weighted average cost of capital using its experience and professional judgment) to calculate an implied AV for Family Dollar. Morgan Stanley then adjusted the total implied AV ranges by Family Dollar's estimated total debt and excess cash and cash equivalents based on guidance provided by the management of Family Dollar and divided the resulting implied total equity value ranges by Family Dollar's fully diluted shares outstanding as of

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July 25, 2014, determined using the treasury stock method. Based on this analysis, Morgan Stanley derived the following range of implied equity values per share for Family Dollar:

 
  Implied Equity
Value Per Share of
Family Dollar (in
each case rounded
to the nearest $1.00
per share)
 

Family Dollar forecasts

  $ 78.00 – $91.00  

Family Dollar sensitivity case

  $ 73.00 – $85.00  

Family Dollar Wall Street case

  $ 53.00 – $62.00  

Leveraged Buyout Analysis

        Morgan Stanley also analyzed Family Dollar from the perspective of a potential purchaser that would effect a leveraged buyout of Family Dollar to determine the prices at which a financial sponsor might effect such a leveraged buyout, using the estimated unlevered free cash flow calculated based upon the Family Dollar forecasts, the Family Dollar sensitivity case and the Family Dollar Wall Street case. Morgan Stanley assumed a transaction closing date of January 31, 2015, with approximately $5,200 million of new debt and approximately $4,366 million of sponsor equity to finance the hypothetical transaction, a target internal rate of return ranging from 17.5% to 22.5% and a 5-year investment period ending on January 31, 2020. Applying an illustrative adjusted leverage ratio (defined as the ratio of total debt (as adjusted by lease related debt) to estimated non-GAAP earnings before interest, taxes, depreciation and amortization, and rent, or EBITDAR) of 6.75x and the illustrative range of target internal rates of return described above and assuming a last twelve-month AV/EBITDA multiple of 9.0x on the exit date, Morgan Stanley derived the following range of implied equity values per share for Family Dollar:

 
  Implied Equity
Value Per Share of
Family Dollar (in
each case rounded
to the nearest $1.00
per share)
 

Family Dollar forecasts

  $ 71.00 – $79.00  

Family Dollar sensitivity case

  $ 68.00 – $75.00  

Family Dollar Wall Street case

  $ 55.00 – $59.00  

Precedent Transactions and Premia Paid Analysis

        Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms and premia of selected transactions that share some characteristics with the merger. Morgan Stanley reviewed the publicly available financial information for selected precedent transactions. Twelve of the transactions involved strategic buyers with a publicly announced transaction values range of $1.1 billion—$13.2 billion and three of the transactions involved financial buyers of targets in a related sector with a publicly announced transaction values range of $1.6 billion—$ 7.6 billion. Morgan Stanley also included in its analysis 12 take-private transactions announced since January 1, 2010. Morgan Stanley reviewed the ratio of AV to estimated last twelve month EBITDA, or LTM AV/EBITDA, as published by Thomson Reuters, of these precedent transactions. Morgan Stanley then applied an LTM AV/EBITDA range, based on its professional judgment and taking into consideration, among other things, the observed multiples for the selected transactions, of 9.0x—11.0x to Family Dollar's historical LTM EBITDA of $834 million as of May 31, 2014. Morgan Stanley then divided the resulting implied total equity value ranges by Family Dollar's fully diluted shares outstanding as of July 25, 2014, determined using the treasury stock

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method. Based on this analysis, Morgan Stanley derived a range of implied equity values for Family Dollar of $60.00 per share to $75.00 per share (rounded to the nearest $1.00 per share).

        Morgan Stanley also reviewed the premia paid for the above selected precedents, as published by Thomson Reuters. Morgan Stanley then applied a premium range, based on its professional judgment and taking into consideration, among other things, the observed premia of the selected transactions, of 25%—35% to Family Dollar's estimated unaffected stock price of $58.04, the closing price on April 4, 2014 (one day prior to Icahn accumulation disclosed in his 13D filing on June 6, 2014). Based on this analysis, Morgan Stanley derived a range of implied equity values for Family Dollar of $73.00 per share to $78.00 per share (rounded to the nearest $1.00 per share).

        No company or transaction used in the precedent transactions or premia paid analysis is identical to Family Dollar or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of Family Dollar. These include, among other things, the impact of competition on the business of Family Dollar and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Family Dollar and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the AV and equity value of the transactions to which they are being compared. Morgan Stanley considered a number of factors in analyzing the merger consideration. The fact that points in the range of implied present value per share of Family Dollar derived from the valuation of precedent transactions were less than or greater than the merger consideration is not necessarily dispositive in connection with Morgan Stanley's analysis of the merger consideration, but one of many factors Morgan Stanley considered.

Analyst Take-Out Price Analysis

        Morgan Stanley reviewed an estimated takeout price range for Family Dollar based on takeout prices prepared and published by equity research analysts, for the period from July 17, 2013 to July 3, 2014. These targets reflect each analyst's estimate of the value of a company if it were to be taken private or acquired, or takeout price for Family Dollar during such period and were not discounted to present value. Morgan Stanley noted that for the period from July 17, 2013 to December 31, 2013, the highest estimated takeout price for Family Dollar was $95 per share and the lowest estimated takeout price for Family Dollar was $86 per share, in each case rounded to the nearest $1.00 per share. Morgan Stanley also noted that for the period from January 1, 2014 to July 3, 2014, the highest estimated takeout price for Family Dollar was $81 per share and the lowest estimated takeout price for Family Dollar was $65 per share, in each case rounded to the nearest $1.00 per share. The public estimated takeout price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Family Dollar common stock and these estimates are subject to uncertainties, including the future financial performance of Family Dollar and future financial market conditions.

Analyses Related to Dollar Tree

Historical Trading Range Analysis

        Morgan Stanley reviewed the historical trading range of shares of Dollar Tree common stock for the 52-week period ending July 25, 2014 and noted that, during such period, the highest closing price for shares of Dollar Tree common stock was $60.19 per share and the lowest closing price for shares of Dollar Tree common stock was $49.59 per share. Morgan Stanley also noted that the closing price for shares of Dollar Tree common stock on July 25, 2014, the last full trading day before the release of media reports regarding the merger, was $54.22 per share.

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Equity Research Analysts' Price Targets

        Morgan Stanley reviewed select undiscounted price targets per share of Dollar Tree common stock prepared and published by equity research analysts that had been published by Bloomberg during the time period from February 26, 2014 to July 21, 2014. These targets reflect each analyst's estimate of the future public market-trading price per share of Dollar Tree common stock. In order to better compare the equity research analysts' stock price targets with the merger consideration, Morgan Stanley discounted the undiscounted stock price targets to present value on July 25, 2014 by applying a discount rate of 8.0%, which discount rate was selected based on Dollar Tree's assumed cost of equity. This analysis indicated an implied range of equity values for Dollar Tree common stock of $46.00 per share to $64.00 per share, in each case rounded to the nearest $1.00 per share.

        The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Dollar Tree shares of common stock and these estimates are subject to uncertainties, including the future financial performance of Dollar Tree and future financial market conditions.

Comparable Public Company Analysis

        Morgan Stanley performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain publicly available and internal financial information of Dollar Tree with corresponding financial data for other companies that shared certain similar characteristics to Dollar Tree to derive an implied valuation range for Dollar Tree. The companies used in this comparison included the following companies:

    Big Lots, Inc.

    Costco Wholesale Corporation

    Dollar General Corporation

    Dollarama Inc.

    Family Dollar Stores, Inc.

    Five Below, Inc.

    Fred's, Inc.

    Rite Aid Corporation

    Target Corporation

    Wal-Mart Stores, Inc.

        The above companies were chosen based on Morgan Stanley's knowledge of the industry and because they have businesses that may be considered similar to Dollar Tree's. Although none of such companies are identical or directly comparable to Dollar Tree, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to Dollar Tree.

        For purposes of this analysis, Morgan Stanley analyzed the following statistics of each of these companies based on publicly available financial information published by Thomson Reuters:

    the ratio of aggregate value, or AV, to estimated non-GAAP EBITDA, for fiscal year 2015 (ending January 31, 2015); and

    the P/E ratio, for fiscal year 2015.

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        Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a representative AV to EBITDA ratio range of 8.0x to 9.5x and a representative P/E ratio range of 16.0x to 17.0x of the comparable companies and applied these ranges of multiples to each of the relevant Dollar Tree financial metrics. For purposes of estimated fiscal year 2015 EBITDA and fiscal year 2015 EPS for Dollar Tree, Morgan Stanley used the Dollar Tree forecasts and Dollar Tree Wall Street case. Based on Dollar Tree's fully diluted outstanding shares as of July 25, 2014, determined using the treasury method, Morgan Stanley estimated the implied value per Dollar Tree share as follows:

Estimated Fiscal Year 2015 Metric
  Implied Value Per Share Range for Dollar
Tree (in each case rounded to the nearest
$1.00 per share)
 

AV to EBITDA ratio (Dollar Tree forecasts)

  $ 45.00 – $54.00  

AV to EBITDA ratio (Dollar Tree Wall Street case)

  $ 47.00 – $56.00  

P/E ratio (Dollar Tree forecasts)

  $ 49.00 – $52.00  

P/E ratio (Dollar Tree Wall Street case)

  $ 50.00 – $53.00  

        No company included in the comparable company analysis is identical to Dollar Tree. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Dollar Tree. These include, among other things, the impact of competition on the business of Dollar Tree and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Dollar Tree and the industry, and in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

Discounted Future Equity Value Analysis

        Morgan Stanley performed a discounted equity value analysis to calculate ranges of implied equity values per share of Dollar Tree as of July 25, 2014, which is designed to provide insight into the estimated future implied value of a company's common equity as a function of estimated future EBITDA and a potential range of AV to EBITDA multiples. Morgan Stanley first adjusted the estimated one-year forward EBITDA of Dollar Tree for each of the Dollar Tree forecasts and the Dollar Tree Wall Street case by estimated net debt. Morgan Stanley then calculated an illustrative undiscounted AV for Dollar Tree by applying an AV/EBITDA multiples range of 8.5x to 9.5x to such adjusted estimated one-year forward EBITDA of Dollar Tree from fiscal year 2015 and fiscal year 2016 (i.e., for the twelve-month period ending January 31, 2016 and January 31, 2017, respectively). Morgan Stanley discounted such undiscounted AV ranges to present value to July 25, 2014 by applying a discount rate of 8.0%, reflecting estimates of the cost of equity for Dollar Tree. Morgan Stanley then derived the following range of implied equity values per share for Dollar Tree by dividing the resulting implied discounted AV ranges by Dollar Tree's fully diluted shares outstanding as of July 25, 2014, determined using the treasury method:

 
  Implied Equity Value Per Share of
Dollar Tree (in each case rounded
to the nearest $1.00 per share)
based on estimated one-year
forward EBITDA from 2015
  Implied Equity Value Per Share of
Dollar Tree (in each case rounded
to the nearest $1.00 per share)
based on estimated one-year
forward EBITDA from 2016
 

Dollar Tree forecasts

  $ 59 – $66   $ 65 – $72  

Dollar Tree Wall Street case

  $ 55 – $61   $ 56 – $63  

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Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share for Dollar Tree based on estimates of future cash flow for the five-year period starting July 25, 2014. Morgan Stanley first calculated, in each case of the Dollar Tree forecasts and the Dollar Tree Wall Street case, the estimated unlevered free cash flows of Dollar Tree for the period from July 25, 2014 and ending January 31, 2015 through fiscal year 2019 (for the twelve-month period ending January 31, 2019). Morgan Stanley then calculated a terminal value for Dollar Tree by applying a range of EBITDA multiples of 8.5x to 9.5x to the one-year forward EBITDA of Dollar Tree from fiscal year 2019 (i.e., for the twelve-month period ending January 31, 2020), which was extrapolated by Morgan Stanley based on each of Dollar Tree forecasts and Dollar Tree Wall Street case, using assumptions that were approved for Morgan Stanley's use by Family Dollar. The unlevered free cash flows for the period from July 25, 2014 and ending January 31, 2015 through fiscal year 2019 (for the twelve-month period ending January 31, 2019) and the terminal values were then discounted to July 25, 2014 by using a mid-year discounting convention and applying a range of discount rates of 7.0% to 8.0% (which Morgan Stanley derived based on Dollar Tree's assumed weighted average cost of capital using its experience and professional judgment) to calculate an implied AV for Dollar Tree. Morgan Stanley then adjusted the total implied AV ranges by Dollar Tree's estimated total debt and excess cash and cash equivalents based on guidance provided by the management of Dollar Tree and divided the resulting implied total equity value ranges by Dollar Tree's fully diluted shares outstanding as of July 25, 2014, determined using the treasury stock method. Based on this analysis, Morgan Stanley derived the following range of implied equity values per share for Dollar Tree:

 
  Implied Equity
Value Per Share of
Dollar Tree (in each
case rounded to the
nearest $1.00 per
share)
 

Dollar Tree forecasts

  $ 78.00 – $90.00  

Dollar Tree Wall Street case

  $ 67.00 – $77.00  

Leveraged Buyout Analysis

        Morgan Stanley also analyzed Dollar Tree from the perspective of a potential purchaser that would effect a leveraged buyout of Dollar Tree to determine the prices at which a financial sponsor might effect such a leveraged buyout, using the estimated unlevered free cash flow calculated based upon the Dollar Tree forecasts and the Dollar Tree Wall Street case. Morgan Stanley assumed a transaction closing date of January 31, 2015, a target internal rate of return ranging from 17.5% to 22.5% and a 5-year investment period ending on January 31, 2020. Applying an illustrative adjusted leverage ratio of 6.75x and the illustrative range of target internal rates of return described above and assuming a last twelve-month AV/EBITDA multiple of 9.5x on the exit date, Morgan Stanley derived the following range of implied equity values per share for Dollar Tree:

 
  Implied Equity
Value Per Share of
Dollar Tree (in each
case rounded to the
nearest $1.00 per
share)
 

Dollar Tree forecasts

  $ 61.00 – $68.00  

Dollar Tree Wall Street case

  $ 56.00 – $61.00  

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Precedent Transactions and Premia Paid Analysis

        Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms and premia of selected transactions that share some characteristics with the merger. Morgan Stanley reviewed the publicly available financial information for selected precedent transactions. Twelve of the transactions involved strategic buyers with a publicly announced transaction values range of $1.1 billion—$13.2 billion and three of the transactions involved financial buyers of targets in a related sector with a publicly announced transaction values range of $1.6 billion—$ 7.6 billion. Morgan Stanley also included in its analysis 12 take-private transactions announced since January 1, 2010. Morgan Stanley reviewed the ratio of AV to estimated last twelve month EBITDA, or LTM AV/EBITDA, as published by Thomson Reuters, of these precedent transactions. Morgan Stanley then applied an LTM AV/EBITDA range, based on its professional judgment and taking into consideration, among other things, the observed multiples for the selected transactions, of 9.0x—11.0x to Dollar Tree's historical LTM EBITDA of $1,182 million as of April 30, 2014. Morgan Stanley then divided the resulting implied total equity value ranges by Dollar Tree's fully diluted shares outstanding as of July 25, 2014, determined using the treasury stock method. Based on this analysis, Morgan Stanley derived a range of implied equity values for Dollar Tree of $49.00 per share to $60.00 per share (rounded to the nearest $1.00 per share).

        Morgan Stanley also reviewed the premia paid for the above selected precedents, as published by Thomson Reuters. Morgan Stanley then applied a premium range, based on its professional judgment and taking into consideration, among other things, the observed premia of the selected transactions, of 25%—35% to the closing price for shares of Dollar Tree common stock on July 25, 2014, the last full trading day before the release of media reports regarding the merger, which was $54.22 per share. Based on this analysis, Morgan Stanley derived a range of implied equity values for Dollar Tree of $68.00 per share to $73.00 per share (rounded to the nearest $1.00 per share).

        No company or transaction used in the precedent transactions or premia paid analysis is identical to Dollar Tree or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of Dollar Tree. These include, among other things, the impact of competition on the business of Dollar Tree and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Dollar Tree and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the AV and equity value of the transactions to which they are being compared. Morgan Stanley considered a number of factors in analyzing the merger consideration. The fact that points in the range of implied present value per share of Dollar Tree derived from the valuation of precedent transactions were less than or greater than the merger consideration is not necessarily dispositive in connection with Morgan Stanley's analysis of the merger consideration, but one of many factors Morgan Stanley considered.

Other Considerations

        In connection with the review of the merger by the Family Dollar board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular

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analysis described above should not be taken to be Morgan Stanley's view of the actual value of Family Dollar or Dollar Tree.

        In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of Family Dollar and Dollar Tree. These include, among other things, the impact of competition on the businesses of Family Dollar, Dollar Tree and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Family Dollar, Dollar Tree and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the consideration to be received by the holders of shares of Family Dollar common stock (other than shares owned or held in treasury by Family Dollar or any of its direct or indirect wholly owned subsidiaries or owned by Dollar Tree or merger sub or as to which dissenters' rights have been perfected) pursuant to the merger agreement, and in connection with the delivery of its opinion to the Family Dollar board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Family Dollar common stock might actually trade.

        The consideration to be received by the holders of shares of Family Dollar common stock was determined through arm's-length negotiations between Family Dollar and Dollar Tree and was approved by the Family Dollar board of directors. Morgan Stanley acted as financial advisor to the Family Dollar board of directors during these negotiations but did not, however, recommend any specific merger consideration to Family Dollar, nor opine that any specific merger consideration constituted the only appropriate merger consideration for the merger. In addition, Morgan Stanley's opinion does not address the prices at which the Dollar Tree stock will trade following consummation of the merger or at any time and Morgan Stanley expresses no opinion or recommendation as to how Family Dollar's stockholders should vote at any stockholders' meeting to be held in connection with the merger.

        Morgan Stanley's opinion and its presentation to the Family Dollar board of directors was one of many factors taken into consideration by the Family Dollar board of directors in deciding to approve, adopt and authorize the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the recommendation of the Family Dollar board of directors with respect to the consideration or of whether the Family Dollar board of directors would have been willing to agree to a different merger consideration. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

        Morgan Stanley acted as financial advisor to the Family Dollar board of directors in connection with the merger and, under the terms of its engagement letter, has received $6 million upon the announcement of the merger for serving in this capacity. In addition, Morgan Stanley will be entitled to receive approximately $36.9 million upon the consummation of the merger for serving in this capacity. Family Dollar has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services, including fees of outside counsel and other professional advisors. In addition, Family Dollar has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley's engagement. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financing services for Family Dollar and have received fees in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Family Dollar and Dollar Tree in the future and expects to receive fees for the rendering of these services.

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        Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Dollar Tree, Family Dollar, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.


Certain Unaudited Prospective Financial Information

        In connection with its consideration of strategic alternatives and discussions with Dollar Tree, Family Dollar prepared and provided certain prospective financial information to the board of directors of Family Dollar and Morgan Stanley and, on a confidential basis as part of its due diligence process, Dollar Tree's management and financial advisor. The prospective financial information most recently provided to the board of directors of Family Dollar and Morgan Stanley before Family Dollar's board of directors approved and executed the merger agreement, which information we refer to in this proxy statement/prospectus as the Family Dollar forecasts, is set forth below. In addition, Family Dollar, taking into account risks and uncertainties relating to the Family Dollar forecasts, instructed Morgan Stanley to also use publicly available Wall Street projections and to also prepare and use a sensitivity case (using margin sensitivities provided by Family Dollar) which we refer to in this proxy statement/prospectus as the Family Dollar sensitivity case, that was identical to the Family Dollar forecasts except that the EBITDA margin following the 2016 fiscal year was held constant with the 2016 fiscal year.

        The following summary of this information is included solely to give Family Dollar stockholders access to the information that Family Dollar made available to its board of directors and financial advisor and is not included in this proxy statement/prospectus in order to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to shares of Family Dollar common stock.

        The prospective financial information was based solely upon information available to Family Dollar's management at the time of its preparation. The prospective financial information was not prepared with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or GAAP. Neither Family Dollar's independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on this information or its achievability.

        The prospective financial information necessarily reflects numerous estimates and assumptions made by Family Dollar with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Family Dollar's business, all of which are difficult to predict and many of which are beyond Family Dollar's control. The prospective financial information also reflects subjective judgment in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The prospective information also reflects assumptions as to certain business decisions that are subject to change.

        In particular, Family Dollar made the following primary assumptions in preparing the unaudited prospective financial information:

    Although the overall U.S. economy will continue to slowly improve, lower-income consumers will not see a proportionate share of such improvement;

    U.S. government assistance and entitlement programs, including the Supplemental Nutrition Assistance Program, will not be subject to any further significant reduction in benefits;

    Competitive pressures will continue to intensify at the recent pace;

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    Recent improvements to Family Dollar sales as a result of a return to the "everyday low price" program will accelerate over the forecasted period;

    Customer demand for consumables will continue to increase at a constant pace;

    Recent declines in customers' discretionary purchases will abate;

    Key category introductions, expansions and assortment changes will improve sales and gross margin;

    Benefits experienced from Family Dollar's "Private Brands" and "Global Sourcing" initiatives will continue over the forecasted period;

    New store growth will slow in comparison to store openings to date in the 2014 fiscal year, with remaining store openings yielding improved return on invested capital and sales rates;

    Family Dollar's medical costs will continue to be adversely impacted by the requirements of the Patient Protection and Affordable Care Act; and

    Family Dollar's employee costs will increase modestly, including due to legislative action to increase the minimum wage in certain jurisdictions.

        As such, the prospective financial information constitutes forward-looking information and is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, Family Dollar's performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in Family Dollar's reports filed with the SEC. There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than forecast. For more information regarding the risks and uncertainties inherent in forward-looking information, see "Cautionary Statement Concerning Forward-Looking Statements" beginning on page [        ].

        The prospective financial information covers multiple years and by its nature becomes less reliable with each successive year. In addition, the prospective information will be affected by Family Dollar's ability to achieve strategic goals, objectives and targets over the applicable periods. The prospective information cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such. The inclusion of this information should not be regarded as an indication that Family Dollar, Dollar Tree, merger sub, any of their respective financial advisors or anyone who received this information then considered, or now considers, it a reliable prediction of future events, and this information should not be relied upon as such. None of Family Dollar, Dollar Tree, merger sub or any of their financial advisors or any of their affiliates assumes any responsibility for the validity, reasonableness, accuracy or completeness of the prospective information described below. None of Family Dollar, Dollar Tree, merger sub or any of their financial advisors or any of their affiliates intends to, and each of them disclaims any obligation to, update, revise or correct such prospective information if it is or becomes, or the underlying assumptions are or become, inaccurate (even in the short term).

        The prospective financial information does not reflect Family Dollar's current estimates and does not take into account any circumstances or events occurring after the date it was prepared, including the transactions contemplated by the merger agreement. Further, the prospective financial information does not take into account the effect of any failure of the merger to occur and should not be viewed as accurate in that context. None of Family Dollar, Dollar Tree or merger sub undertakes any obligation to update the prospective financial information.

        The inclusion of the prospective financial information herein should not be deemed an admission or representation by Family Dollar, Dollar Tree or merger sub that it is viewed by Family Dollar,

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Dollar Tree or merger sub as material information of Family Dollar, and in fact, none of Family Dollar, Dollar Tree and merger sub view the prospective financial information as material because of the inherent risks and uncertainties associated with such long range forecasts. The prospective information should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Family Dollar contained in this proxy statement/prospectus and Family Dollar's public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in the prospective information, stockholders are cautioned not to place undue, if any, reliance on the prospective information included in this proxy statement/prospectus.

 
  2014E   2015E   2016E   2017E   2017E
(Family
Dollar
sensitivity
case)
 
 
  ($ in millions)
 

Net Revenue

  $ 10,543 (2) $ 11,207   $ 12,355   $ 13,523   $ 13,523  

Pre-tax Net Income

  $ 552   $ 622   $ 889   $ 1,108   $ 982  

EBITDA(1)

  $ 838   $ 964   $ 1,219   $ 1,430   $ 1,335  

(1)
EBITDA is defined as earnings before interest expenses, income taxes and depreciation and amortization. EBITDA includes non-cash stock-based compensation expenses.

(2)
$10.543 billion, the figure prepared internally by Family Dollar and provided to Morgan Stanley in April 2014, was the net revenue figure used by Morgan Stanley for 2014E. $10.509 billion was the net revenue figure for 2014E prepared internally by Family Dollar in July 2014.

        The prospective financial information set forth herein regarding EBITDA may be considered a non-GAAP financial measure. Family Dollar provided this information to its board of directors, financial advisor and Dollar Tree's management and financial advisor because Family Dollar believed it could be useful in their evaluating, on a prospective basis, Family Dollar's potential operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Family Dollar may not be comparable to similarly titled amounts used by other companies. A reconciliation of EBITDA to the most directly comparable GAAP measure is provided below.

(Dollar amounts in millions)
  2014E   2015E   2016E   2017E   2017E
(Family
Dollar
sensitivity
case)
 

Net Income

  $ 354   $ 399   $ 570   $ 711   $ 585  

Depreciation & Amortization

  $ 255   $ 310   $ 307   $ 305   $ 336  

Other Income

  $ 33   $ 34   $ 38   $ 41   $ 42  

Interest

  $ 32   $ 32   $ 23   $ 16   $ 16  

EBITDA

  $ 838   $ 964   $ 1,219   $ 1,430   $ 1,335  


Financing of the Merger

        Dollar Tree anticipates that the funds needed to complete the transactions will be derived from a combination of (i) available cash on hand of Dollar Tree, and (ii) third-party debt financing, which are referred to in this proxy statement/prospectus as the debt financing, which may include some combination of the following: a senior secured revolving credit facility, a senior secured term loan credit facility, a senior unsecured bridge loan facility and/or the issuance of senior unsecured notes or other debt securities.

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        On July 27, 2014, Dollar Tree obtained a debt commitment letter, which was amended and restated on August 8, 2014, and which is referred to as the debt commitment letter, from JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Wells Fargo Bank, National Association, WF Investment Holdings, LLC, Bank of America, N.A., Royal Bank of Canada and U.S. Bank National Association, which are referred to collectively in this proxy statement/prospectus as the commitment parties, pursuant to which JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., Royal Bank of Canada and U.S. Bank National Association have agreed to provide a $1.25 billion senior secured revolving credit facility, a $5.40 billion senior secured term loan credit facility and a $2.80 billion senior unsecured bridge loan facility (which we refer to collectively as the facilities). The bridge loan facility will only be drawn to the extent Dollar Tree is unable to raise such amounts by issuing senior unsecured notes or other debt securities at or prior to the closing of the merger.

        Each commitment party's commitments with respect to the facilities, and each commitment party's agreements to perform the services described in the debt commitment letter, will automatically terminate on the earliest of (i) April 28, 2015 (or July 28, 2015 if the end date (as defined in the merger agreement) is extended to July 27, 2015), (ii) the termination of the merger agreement in accordance with its terms, or (iii) as to any facility, the consummation of the merger without the use of such facility.

        The definitive documentation governing the debt financing has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement/prospectus. Although the debt financing described in this proxy statement/prospectus is not subject to due diligence or "market out," such financing may not be considered assured. The obligation of the commitment parties to provide debt financing under the debt commitment letter is subject to a number of conditions. There is a risk that these conditions will not be satisfied and the debt financing may not be available when required. In the event that the facilities are not available to Dollar Tree on the terms set forth in the debt commitment letter or Dollar Tree anticipates that the facilities will not be available on the terms set forth in the debt commitment letter due to the failure of a condition thereto or for any other reason, Dollar Tree has the right under the merger agreement to seek alternative financing. As of the date of this proxy statement/prospectus, no such alternative financing has been arranged. Dollar Tree's obligation to complete the merger is not conditioned upon the receipt of any financing.

        As of May 3, 2014, Dollar Tree had indebtedness with a principal amount equal to approximately $757 million. As of such date, Family Dollar and Dollar Tree had, on a pro forma basis, approximately $8,747 million in principal amount of indebtedness outstanding.


Closing and Effective Time

        Unless the parties otherwise mutually agree, the closing of the merger will occur on the third business day after the day on which the last of the conditions to the closing of the merger is satisfied or waived (to the extent permitted by applicable law) (other than those conditions that by their nature must be satisfied or waived at the closing of the merger, but subject to the fulfillment or waiver of such conditions). However, if the marketing period (as described below) has not ended at the time of satisfaction or waiver of the conditions, the closing will occur on the earlier to occur of (1) a date during the marketing period specified by Dollar Tree on no less than 3 business days' notice to Family Dollar and (2) the third business day immediately following the final day of the marketing period (subject in each case to the satisfaction or waiver of all conditions). The term "marketing period" is defined in the merger agreement to mean the first period of twenty consecutive business days (or during certain specified periods, nineteen consecutive business days) subject to certain excluded dates throughout which (1) Dollar Tree has received (and its financing sources have had access to) all financial information of Family Dollar that meets specified requirements as more fully described in the

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merger agreement and (2) all of the conditions to the closing of the merger are capable of being satisfied (other than those conditions that by their nature can only be satisfied at the closing) if closing were scheduled for any time during such period. However, the marketing period will end on any earlier date that is (1) the date on which the full amount of the financing contemplated under the debt commitment letter has been funded into escrow and the conditions to releasing such financing from escrow are no more onerous than the conditions in the debt commitment letter and (2) the full proceeds to be provided to Dollar Tree under the debt commitment letter are made available to Dollar Tree to complete the merger.

        Subject to the satisfaction or waiver of the conditions to the closing of the merger described in the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page [        ] of this proxy statement/prospectus, including the adoption of the merger agreement by Family Dollar stockholders at the special meeting, it is anticipated that the merger will be completed by early 2015. It is possible that factors outside the control of both companies could result in the merger being completed at a different time, or not at all.

        The effective time will occur as soon as practicable after the closing of the merger when the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as the parties may mutually agree and specify in the certificate of merger.


Regulatory Approvals

        Under the HSR Act, certain transactions, including the merger, may not be completed unless statutory waiting periods have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the Federal Trade Commission, which we refer to as the FTC, and the Antitrust Division of the Department of Justice, which we refer to as the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties' filings of their respective HSR Act notification, unless that waiting period is terminated early. If the FTC or DOJ issues a Request for Additional Information and Documentary Material, which we refer to in this proxy statement/prospectus as a "second request", prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless the waiting period is terminated earlier. Dollar Tree and Family Dollar each filed their respective HSR Act notification forms on August 8, 2014 and the 30-day waiting period will expire at 11:59pm on September 8, 2014, unless terminated early or otherwise extended.

        Dollar Tree and Family Dollar have agreed to use their respective reasonable best efforts to prepare and file all forms, registrations and notices required to be filed to complete the merger, to satisfy any of the conditions to consummating the merger, to obtain any consent, authorization, order or approval of, or any exemption by, any third party, including any governmental entity required in connection with the merger, to defend and seek to prevent the initiation of all actions, suits and other proceedings by or before any governmental entity challenging the merger agreement, and to cause to be lifted or rescinded any order or other action by any governmental authority adversely affecting the ability of the parties to complete the merger. Dollar Tree and Family Dollar will each keep the other apprised of the status of matters relating to the completion of the merger and work together to obtain all required consents and authorizations of all governmental entities, although it is Dollar Tree's sole right to devise the strategy for filings, notifications, submissions and communications with or to any antitrust regulatory authority.

        Dollar Tree has agreed, solely to the extent necessary or advisable to receive termination or expiration of the waiting period under the HSR Act so as to permit the closing to occur by the end date, to propose, negotiate, effect and agree to the sale, divestiture, license, holding separate, and other disposition of and restriction on retail stores of Dollar Tree and its subsidiaries, including the surviving

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company and its subsidiaries, and effective on or after the effective time of the merger. However, in no event will Dollar Tree be required to propose, negotiate, effect and agree to sell, divest, license, hold separate, dispose or otherwise subject to restriction an aggregate of more than 500 retail stores of Dollar Tree and its subsidiaries, including the surviving company and its subsidiaries.


Accounting Treatment

        Dollar Tree prepares its financial statements in accordance with GAAP. The merger will be accounted for using the acquisition method of accounting. Dollar Tree will be treated as the acquiror for accounting purposes.


Nasdaq Market Listing

        The shares of Dollar Tree common stock to be issued in the merger will be listed for trading on the Nasdaq.


Delisting and Deregistration of Family Dollar Common Stock

        If the merger is completed, Family Dollar common stock will be delisted from the NYSE and deregistered under the Exchange Act.


Dollar Tree's Dividend Policy

        Dollar Tree does not currently pay regular quarterly dividends and does not anticipate paying dividends on its common stock in the foreseeable future. See "Comparative Per Share Market Price and Dividend Information" beginning on page [        ] for a comparison of the historical dividend practices of Dollar Tree and Family Dollar. Any payment of dividends by Dollar Tree would require approval by the Dollar Tree board of directors and the board may change its dividend policy at any time.


Board of Dollar Tree Following the Merger

        Dollar Tree's board of directors currently has 11 members. At the effective time of the merger, Howard R. Levine, Family Dollar's Chairman and Chief Executive Officer, will be appointed to the Dollar Tree board of directors, which may involve a change in the size of Dollar Tree's board. Dollar Tree did not make any other commitments in the merger agreement regarding the composition of its board following the merger.


Litigation Related to the Merger

        On July 31, 2014, a putative class action lawsuit was filed against Family Dollar, its directors, Dollar Tree and merger sub in Delaware Court of Chancery, under the caption Shiva Y. Stein v. Family Dollar Stores, Inc., et al., C.A. No. 9985. The named plaintiff has not yet served process on all of the defendants or otherwise taken any action beyond the filing of the complaint, which alleges generally that the members of the board of directors of Family Dollar breached their fiduciary duties in connection with the merger by, among other things, carrying out a process that the plaintiff alleges did not ensure adequate and fair consideration to Family Dollar stockholders. The complaint further alleges that Family Dollar and Dollar Tree aided and abetted the individual defendants' breaches of their fiduciary duties. The plaintiff seeks equitable relief to enjoin consummation of the merger, rescission of the merger and/or rescissory damages, and attorneys' fees and costs.

        Family Dollar, its directors, Dollar Tree and merger sub believe that this lawsuit is without merit.

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THE MERGER AGREEMENT

        This section describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Family Dollar or Dollar Tree. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Family Dollar and Dollar Tree make with the SEC, as described in the section entitled "Where You Can Find More Information" beginning on page [    ] of this proxy statement/prospectus.


Explanatory Note Regarding the Merger Agreement

        The merger agreement is included to provide you with information regarding its terms. Factual disclosures about Family Dollar and Dollar Tree contained in this proxy statement/prospectus or in the public reports of Family Dollar and Dollar Tree filed with the SEC may supplement, update or modify the factual disclosures about Family Dollar and Dollar Tree contained in the merger agreement. The merger agreement contains representations and warranties by Family Dollar, on the one hand, and by Dollar Tree and merger sub, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the merger agreement by Family Dollar, Dollar Tree and merger sub were qualified and subject to important limitations agreed to by Family Dollar, Dollar Tree and merger sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principa