8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2017

99 CENTS ONLY STORES LLC

(Exact name of registrant as specified in its charter)

California	1-11735	95-2411605
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4000 East Union Pacific Avenue
City of Commerce, California	90023
(Address of principal executive offices)	(Zip Code)

(323) 980-8145

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Item 1.01 Entry into Material Definitive Agreements

Effective as of November 22, 2017, 99 Cents Only Stores LLC, a California limited liability company (the “Company”) entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with certain holders (including beneficial owners or investment managers of beneficial owners) of Existing Notes (as defined below) (together with their successors and assigns, each in such capacity, a “Support Party”), pursuant to which the Company and the Support Parties have agreed (subject to the terms and conditions set forth therein) to support the Amended Exchange Offer pursuant to the terms and conditions of the Offering Documents, each described under Item 8.01.

The Transaction Support Agreement shall terminate automatically upon the termination or expiration of the Amended Exchange Offer and shall also be subject to certain other termination events as more fully described in the Transaction Support Agreement. A copy of the Transaction Support Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company is filing as Exhibit 99.1 certain information in connection with the amended and restated offering memorandum and consent solicitation statement and the related amended and restated letter of transmittal and consent, as they may be supplemented and amended from time to time (the foregoing documents together, the “Offering Documents”) that are being disseminated in connection with the Amended Exchange Offer described under Item 8.01. Such information is hereby incorporated by reference herein.

The information contained under Item 7.01 in this Current Report on Form 8-K (this “Report”), including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On November 22, 2017, the Company issued a press release announcing that it has amended certain terms of its pending exchange offer and consent solicitation (the “Amended Exchange Offer”) relating to the exchange of its existing 11% senior notes due 2019, of which there are currently $250 million aggregate principal amount outstanding (the “Existing Notes”). The Company has (i) shortened the maturity date of its newly issued 13% Cash/PIK Notes (the “New Secured Notes”) being offered in exchange for the Existing Notes from June 15, 2023 to April 14, 2022, (ii) extended the Early Tender Date from 5:00 p.m., New York City time, on November 22, 2017 to 5:00 p.m., New York City time, on November 30, 2017 (as extended, the “Early Tender Date”), (iii) increased the early tender consideration offered to Eligible Holders (other than the Sponsor Affiliates)  by adding to it $7.50 in cash (in addition to the early tender consideration of $30.00 in principal amount of New Secured Notes per $1,000 in principal amount of Existing Notes previously announced), (iv) amended certain terms of the New Secured Notes and (v) amended the conditions to the exchange offer to include a minimum tender condition that at least 95% in aggregate principal amount of Existing Notes shall have been validly tendered and not validly withdrawn in the exchange offer and the simultaneous Sponsor Affiliate exchange prior to the Expiration Date (as defined below) pursuant to the terms of the Offering Documents. The Company also announced that it has amended the consideration being offered in exchange for the Existing Notes held by certain affiliates of the Company’s controlling equityholders (the “Sponsor Affiliates”) from its 13% All PIK Notes due 2023 to shares of new paid in-kind Series A-1 Preferred Stock of Number Holdings, Inc., the direct parent of the Company (the “New Preferred Stock”), with an aggregate liquidation preference of $1,000.00 per share and $7.50 in additional aggregate liquidation preference of New Preferred Stock if tendered prior to or on the Early Tender Date and an aggregate liquidation preference of $970.00 per share if issued thereafter.

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The following table sets forth the consideration to be offered to Eligible Holders of the Existing Notes in the exchange offer after giving effect to the amendments described above:

Existing Notes to be Exchanged (CUSIP No. / ISIN)	Outstanding Principal Amount of Existing Notes		Total Exchange Consideration for each $1,000 Principal Amount of Existing Notes if Tendered Prior to or on the Early Tender Date	Exchange Consideration for each $1,000 Principal Amount of Existing Notes if Tendered After the Early Tender Date
65440KAB2/ U565440KAB26	$	250,000,000	By holders other than Sponsor Affiliates $1,000.00 principal amount of New Secured Notes plus $7.50 in cash	By holders other than Sponsor Affiliates $970.00 principal amount of New Secured Notes

For Existing Notes validly tendered after the Early Tender Date and on or before the Expiration Date, the Eligible Holders of Existing Notes accepted for exchange will receive the exchange consideration set forth in the applicable column in the table above, which does not include the early tender consideration.  Eligible Holders of Existing Notes accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest in respect of such Existing Notes from the most recent interest payment date to, but not including, the date the exchange offer is settled (the “Settlement Date”).  Interest on the New Secured Notes will accrue from the Settlement Date.  Dividends on the New Preferred Stock will accrue from the Settlement Date.

As previously announced, the exchange offer and consent solicitation will expire at 11:59 p.m., New York City time, on December 7, 2017, unless extended or earlier terminated by the Company (the “Expiration Date”).  The right to withdraw tenders of Existing Notes and related consents terminates at 5:00 p.m., New York City time, on November 30, 2017 (the “Withdrawal Date”). Tenders submitted after the Withdrawal Date and on or before the Expiration Date in the exchange offer and related consents will be irrevocable, except in limited circumstances where additional withdrawal rights are required by law.  The act of tendering Existing Notes pursuant to the exchange offer constitutes a consent to the proposed amendment to the indenture governing the Existing Notes.  The exchange offer is conditioned on the satisfaction or waiver of certain additional conditions, as described in the Offering Documents. The exchange offer and consent solicitation for the Existing Notes may be further amended, extended or terminated.

The Amended Exchange Offer is being made, and the New Secured Notes and the New Preferred Stock are being offered and issued only (a) in the United States to holders of Existing Notes who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act or “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act and (b) outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act (collectively, “Eligible Holders”).

The Amended Exchange Offer will be conditioned on the satisfaction, or the waiver by the Company, of certain general conditions described in the Offering Documents.  The Company may amend or waive the conditions at any time, in its sole discretion, and may terminate, modify or withdraw the Amended Exchange Offer at any time and for any reason, including if any of the conditions are not or will not be satisfied.  The Amended Exchange Offer is not conditioned on a minimum aggregate principal amount of Existing Notes being tendered or the adoption of the Existing Indenture Amendments.

The Amended Exchange Offer and the issuance of New Secured Notes in the exchange offer and the issuance of the New Preferred Stock have not been and will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. Neither this Report on Form 8-K nor the press release constitutes an offer to sell or the solicitation of an offer to buy the New Secured Notes or New Preferred Stock, as applicable, nor shall there be any sale of the New Secured Notes or New Preferred Stock, as applicable, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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The Company has included statements in this current report that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act of 1933, as amended. As a general matter, forward-looking statements are those focused on future or anticipated events or trends, expectations and beliefs including, among other things, the Company’s expectations with respect to the amend and extend transaction described herein.  Such statements are intended to be identified by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon the Company’s then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this current report for reasons, among others, including (i) the ability of the Company to satisfy the conditions to the Offering Documents, (ii) the availability of alternative transactions, (iii) general market conditions and (iv) those reasons discussed in the reports and other documents the Company files from time to time with the Securities and Exchange Commission, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2017. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information disclosed in this Item 8.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, as amended or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Transaction Support Agreement, effective as of November 22, 2017.
99.1	Disclosure regarding 99 Cents Only Stores LLC and its subsidiaries in connection with the Amended Exchange Offer on November 22, 2017.
99.2	Press release, dated November 22, 2017.

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Transaction Support Agreement, effective as of November 22, 2017.
99.1	Disclosure regarding 99 Cents Only Stores LLC and its subsidiaries in connection with the Amended Exchange Offer on November 22, 2017.
99.2	Press release, dated November 22, 2017.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	99 CENTS ONLY STORES LLC
Dated: November 22, 2017	By:	/s/ Felicia Thornton
		Felicia Thornton
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

TRANSACTION SUPPORT AGREEMENT

November 22, 2017

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into by and among (i) 99 Cents Only Stores LLC (the “Company”) and (ii) the undersigned holders (including beneficial owners or investment managers of beneficial owners) of Existing Notes (together with their successors and assigns, each in such capacity, a “Support Party”).  The Company and each of the Support Parties shall be referred to as a “Party” and, shall be collectively referred to as the “Parties.”

RECITALS

WHEREAS, on November 7, 2017, utilizing an offering memorandum dated November 7, 2017 (the “Original Exchange Offer Memorandum”), the Company launched an exchange offer (the “Original Exchange Offer”) relating to the Company’s outstanding 11% Senior Notes due 2019 (the “Existing Notes”) issued under that certain indenture, dated as of December 29, 2011, among the Company, as successor issuer to Number Merger Sub, Inc., and Wilmington Trust, National Association, as trustee, as amended or supplemented from time to time (the “Existing Indenture”);

WHEREAS, prior to the date hereof, the Parties have discussed the possibility of amending the terms of the Original Exchange Offer on the terms and conditions summarized on Exhibit A hereto (the Original Exchange Offer Memorandum, as amended to give effect to the terms and conditions set forth on Exhibit A hereto, the “New Exchange Offer Memorandum;” and the Original Exchange Offer, as amended to give effect to the terms and conditions set forth on Exhibit A hereto, the “Exchange Offer”);

WHEREAS, in conjunction with the Exchange Offer, the Support Parties have agreed to consent, pursuant to a consent solicitation (the “Consent Solicitation”), to amendments to the Existing Indenture (the “Proposed Amendments,” and the consents thereto, the “Consents”). The Consents will, among other things, eliminate substantially all of the covenants contained in the Existing Indenture and the Existing Notes (other than, among certain other covenants, the covenant to pay interest and premium, if any, on, and the principal amount of, the Existing Notes when due) and will eliminate certain events of default and related provisions;

WHEREAS, the Parties have engaged in arm’s length, good faith discussions with the objective of reaching an agreement regarding the Exchange Offer and the Proposed Amendments; and

WHEREAS, the following sets forth the agreement among the Parties concerning their support, subject to the terms and conditions hereof, for the Exchange Offer and the Consent Solicitation.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

1.Amended Exchange Offer and Consent Solicitation.

(a)The Exchange Offer and Consent Solicitation will be implemented pursuant to various actions, agreements and related documentation, including, but not limited to:

(i)the New Exchange Offer Memorandum;

(ii)an amended and restated letter of transmittal for the Exchange Offer (such letter of transmittal, collectively with the New Exchange Offer Memorandum, the “Exchange Offer Materials”); or

(iii)such other definitive documentation (including, without limitation, an indenture, global notes and security documents with respect to the notes to be issued pursuant to the Exchange Offer) as is necessary or advisable to consummate the Exchange Offer and Consent Solicitation, all on the same economic terms and otherwise consistent in all material respects with the terms set forth in the Original Exchange Offer Memorandum, as amended to give effect to the terms and conditions set forth on Exhibit A hereto. The documents referred to in the foregoing subsections (i)-(iii), collectively, including all exhibits, annexes, schedules, amendments and supplements thereto, the “Transaction Documents”).

The Transaction Documents shall be substantially consistent in all material respects with the Original Exchange Offer Memorandum (as amended to give effect to the terms and conditions set forth on Exhibit A hereto), in each case, with such changes from the form, and/or such amendments, modifications, supplements and/or restatements as the Company may determine to make. Notwithstanding the foregoing, no such change, amendment, modification, supplement and/or restatement may materially adversely affect any Support Party in its capacity as a holder of Existing Notes without the consent of the Requisite Support Parties (as defined below). The Support Parties acknowledge and agree that the following shall not be deemed to materially adversely affect any Support Party in its capacity as a holder of the Existing Notes:  (i) the waiver or modification of any condition, including, without limitation, the minimum tender condition or (ii) the extension of the early tender deadline, the withdrawal deadline, or the expiration date of the Exchange Offer.

(b)The Exchange Offer and Consent Solicitation contemplated by the Transaction Documents, as may be modified pursuant to the terms of this Agreement, is referred to herein as the “Qualified Transaction.”

2.Agreements of the Support Parties.  Subject to the terms and conditions hereof, and except as expressly released by the Company in writing from any of the following obligations, each of the Support Parties hereby agrees: (a) to validly and timely tender, prior to the withdrawal deadline of the Exchange Offer, all of its Participating Notes (as defined below) held as of the withdrawal deadline of the Exchange Offer and related Consents into the Exchange Offer and Consent Solicitation, in accordance with the applicable procedures set forth in the Exchange Offer Materials, and to not withdraw or revoke such tender in the Exchange Offer and Consent Solicitation; (b) to validly and timely tender within one (1) business day of the acquisition thereof (and, in any case, prior to the expiration date of the Exchange Offer) any Participating Notes acquired after the withdrawal deadline of the Exchange Offer and related Consents, into the Exchange Offer and Consent Solicitation, in accordance with the applicable procedures set forth in the Exchange Offer Materials, and to not withdraw or revoke such tender or Consent in the Exchange Offer and Consent Solicitation; and (c) not to object to, delay, impede or take any other actions to interfere, directly or indirectly, in any respect with acceptance or implementation of the Qualified Transaction.

3.Agreements of the Company. Subject to the terms and conditions hereof, for so long as this Agreement has not been terminated, upon the occurrence of a Support Termination Event (as defined below) and except as expressly released by each Support Party in writing from any of the following obligations, the Company agrees to modify the terms of the Exchange Offer to reflect those set forth in the Exchange Offer Materials by 11:59 p.m. on the date that is three (3) business days after the date hereof (such date on which the modified terms are communicated to eligible holders of the Existing Notes, the “Amendment Date”).

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4.Termination of Obligations.  Except as set forth in Section 13 hereof, this Agreement shall terminate and all obligations of the Parties shall immediately terminate and be of no further force or effect upon the occurrence of any of the following events (each, a “Support Termination Event”):

(a)by the mutual written consent of the Company and each of the Support Parties, provided that notice of such termination is provided within one (1) business day of such mutual written consent to the persons and entities listed on Schedule 1 annexed hereto, in accordance with Section 12 hereof;

(b)with respect to each Support Party, if the Company terminates or completes the Exchange Offer;

(c)with respect to each Support Party, if the Amendment Date has not occurred within three (3) business days after the date hereof;

(d)with respect to each Support Party, upon satisfaction of such Support Party’s obligations under Section 2; and

(e)upon the occurrence of, and a written notification from each Support Party to the Company that it is terminating this Agreement based on the occurrence of, any of the following:

(i)if the Closing Date has not occurred by the date that is sixty (60) days after the date hereof, provided that the failure of the Closing Date to occur by such date is not the result of a breach of the terms hereof by any Support Party;

(ii)the issuance by any governmental authority, or any other regulatory authority or court of competent jurisdiction, of any final, non-appealable injunction, ruling or order making illegal or otherwise preventing the consummation of the transactions contemplated by this Agreement and any of the definitive documentation contemplated hereby or thereby;

(iii)commencement of an involuntary bankruptcy case against the Company or the filing of an involuntary petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief in respect of the Company, under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law (provided that such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof); or

(iv)the Company taking any of the following actions: (A) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation or other substantially similar relief under any federal, state or foreign bankruptcy, insolvency, receivership or substantially similar law, (B) applying for or consenting to the appointment of a receiver, trustee, custodian, sequestrator, conservator or substantially similar official for the Company or (C) filing an answer admitting the material allegations of a petition filed against it in any such proceeding.

Upon the occurrence of a Support Termination Event, unless waived hereunder, this Agreement shall terminate with respect to the applicable Parties. Each such Party shall be released from its commitments, undertakings and agreements under or related to this Agreement, and there shall be no liability or obligation on the part of any such applicable Party under or related to this Agreement. Notwithstanding the foregoing, in no event shall any such termination relieve any such applicable Party from (i) liability for its breach or non-performance of its obligations under this Agreement before the date of such termination or (ii) any obligations

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under this Agreement which expressly survive any such termination hereunder, including, without limitation, pursuant to Section 13 hereunder.

5.Representations of the Support Parties and the Company. Solely on its own behalf and not on behalf of any other Support Party, each of the Support Parties and the Company hereby represents and warrants that, as of the date hereof, the following statements are true, correct and complete:  (a) it has all requisite corporate, partnership, limited liability company or similar authority to execute this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder, and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, partnership, limited liability company or other similar action on its part; (b) the execution, delivery and performance by such Party of this Agreement does not violate (i) any provision of law, rule or regulation applicable to it or any of its subsidiaries or (ii) its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries; and (c) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

6.Additional Representations of the Support Parties. Solely on its own behalf and not on behalf of any other Support Party, each of the Support Parties severally and not jointly, hereby represents and warrants that, as of the date hereof, the following statements are true, correct and complete:  such Support Party (i) either (A) is the sole legal and beneficial owner of the aggregate principal amount of Existing Notes set forth below its name on the signature page hereof, free and clear of all claims, liens voting restrictions, participation interests and other encumbrances, or (B) has sole investment and voting discretion with respect to such Existing Notes in respect of matters relating to the Exchange Offer contemplated by this Agreement and has the power and authority to bind the beneficial owner(s) of such Existing Notes to the terms of this Agreement and (ii) has full power and authority to act on behalf of, vote and consent to matters concerning such Existing Notes in respect of matters relating to the Exchange Offer contemplated by this Agreement and dispose of, exchange, assign and transfer such Existing Notes (with respect to a Support Party, all Existing Notes under clauses (A) and (B) and any additional Existing Notes it owns or has such control over from time to time or acquires after the date hereof, collectively, its “Participating Notes”). The aggregate principal amount of Participating Notes of each of the Support Parties as of the date hereof is set forth below its name on the signature pages hereto.

7.Transfers of Participating Notes.  So long as this Agreement has not terminated with respect to such Support Party, each Support Party agrees that it shall not sell, transfer, assign or otherwise dispose of any of its Participating Notes, or any option thereon or any right or interest (voting or otherwise) in any of its Participating Notes (including, without limitation, any participation therein), except to a party that is a Support Party; provided that any such Participating Notes shall automatically be deemed to be subject to the terms of this Agreement, and any election to exchange Participating Notes made by the Support Party transferor shall be binding upon the transferee.  Any additional Existing Notes hereafter acquired by any Support Party shall automatically be deemed to be Participating Notes of such Support Party and shall be subject to all of the terms of this Agreement.

8.Amendments and Waivers.  The terms and conditions of this Agreement may be amended, modified, restated, waived or supplemented only with the prior written approval of (a) the Company and (b) the Support Parties representing, as of the proposed date of amendment at least 80% in aggregate principal amount of the Participating Notes (the Support Parties described in the foregoing clause (b), the “Requisite Support Parties”).

9.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction.  By its execution and delivery of this Agreement, each of the Parties

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hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may only be brought in either a state or federal court of competent jurisdiction in the State and County of New York. By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO ABOVE.

10.Specific Performance. It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party. Consequently, each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, including, without limitation, any order of a court of competent jurisdiction requiring any Party to comply with any of its obligations hereunder. Each Party further agrees to waive any requirement for the securing or posting of a bond in connection with such remedy.

11.No Offer or Solicitation.  Nothing in this Agreement, including the Exhibits hereto, shall constitute an offer to sell or a solicitation of offer to purchase (for cash or exchange) the Exchange Notes or any other security.  Any such offer, if any is ultimately made, shall be made solely pursuant to the Exchange Offer Materials in final form.

12.Notices.  All demands, notices, requests, consents and other communications under this Agreement shall be in writing, sent contemporaneously to all of the Support Parties and the Company, and deemed given when delivered, if delivered by hand, upon confirmation of transmission, if delivered by facsimile, or upon transmission, if delivered by email, in each case, at the addresses, facsimile numbers or email addresses set forth on Schedule 1 hereto.

13.Survival.  Notwithstanding the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in this Section 13 and Sections 9-10, 12, 14-15 and 17 shall survive such termination and shall continue in full force and effect for the benefit of the Support Parties and the Company in accordance with the terms hereof.

14.Successors and Assigns; Severability.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors, assigns, heirs, executors, estates, administrators and representatives.  The invalidity or unenforceability at any time of any provision hereof in any jurisdiction shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof or the continuing validity and enforceability of such provision in any other jurisdiction.

15.Entire Agreement.  This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements (oral and written) and all other prior negotiations, but shall not supersede the Transaction Documents. The Parties acknowledge and agree, however, that any confidentiality agreements heretofore executed between the Company and any Support Party shall continue in full force and effect as provided therein.  The terms of this Agreement and the terms of the Exchange Offer Materials shall, whenever possible, be read in a complementary manner; provided, that, to the extent there is a conflict between this Agreement and the Exchange Offer Materials, the conflicting term of the Exchange Offer Materials shall control and govern.

16.Publicity.  The Company shall not, either before or after the Closing Date (a) use the name of any Support Party in any press release without such Support Party’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to the Company, the principal amount or percentage of any Existing Notes held by any Support Party or any of its respective subsidiaries. Notwithstanding the foregoing, the Company shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any

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class of Existing Notes held by the Support Parties as a group. The Support Parties hereby consent to the disclosure by the Company in the Transaction Documents, or as otherwise required by law or regulation (including in a Current Report on Form 8-K filed with the Securities and Exchange Commission), the execution, parties to, terms and contents of this Agreement (and a copy thereof) and the aggregate principal amount of, and aggregate percentage of, any series of Existing Notes held by the Support Parties as a group.  The Support Parties shall not (i) use the name of the Company or any of its subsidiaries in any press release or (ii) disseminate to any news media any press releases, public filings, public announcements or other public communications, in the case of each of clauses (i) and (ii), relating to this Agreement or the transactions contemplated hereby and any amendments thereof without first (x) submitting such press releases, public filings, public announcements or other public communications to counsel for the Company for review and potential suggestions and comments and (y) receiving the prior written consent of the Company. Nothing contained herein shall be deemed to waive, restrict, amend or modify the terms of any existing or future confidentiality or non-disclosure agreement between the Company and any Support Party.

17.Fiduciary Duties.  Notwithstanding anything to the contrary herein, nothing in this Agreement shall create any fiduciary duty on the part of the Company or any members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents or other representatives of the Company or its affiliated entities, in each case, in any such person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of the Company or its affiliated entities.  Nothing in this Agreement shall create any fiduciary duty of any of the Support Parties to each other, the Company or any of the Company’s creditors or other stakeholders.

18.Fees and Expenses.  The Company agrees to pay at, or substantially concurrently with, closing or the termination of the Exchange Offer, against delivery of a reasonably detailed invoice therefor, the reasonable and documented fees and expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Support Parties; provided that the Company shall not be obligated to pay any such fees in excess of $25,000.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.

99 CENTS ONLY STORES LLC
By:	/s/ Felicia Thornton
	Name: Felicia Thornton
	Title: Chief Financial Officer

Signature Page to Transaction Support Agreement

Dated: November 21, 2017

SUPPORT PARTY

Name of Institution:		CPP Investment Board (USRE II) Inc.
By:	/s/ Ryan Selwood
Name:	Ryan Selwood
Title:	Authorized Signatory
By:	/s/ Pierre Lavallee
Name:	Pierre Lavallee
Title:	Authorized Signatory
Telephone:
Facsimile:

Signature Page to Transaction Support Agreement

Dated: November 22, 2017

SUPPORT PARTY

Name of Institution:		AF III Holdings A S.a r.l.
By:	/s/ Michael Thomas
Name:	Michael Thomas
Title:	A Manager
By:	/s/ Paul Galliver
Name:	Paul Galliver
Title:	B Manager
Telephone:
Facsimile:

Signature Page to Transaction Support Agreement

Dated: November 21, 2017

SUPPORT PARTY

Name of Institution:		Litespeed Management, LLC
By:	/s/ Jamie Zimmerman
Name:	Jamie Zimmerman
Title:	CEO
Telephone:
Facsimile:

Signature Page to Transaction Support Agreement

Dated: November 21, 2017

SUPPORT PARTY

Name of Institution:		Phoenix Investment Adviser LLC
By:	/s/ Robert Youree
Name:	Robert Youree
Title:	CFO
Telephone:
Facsimile:

Signature Page to Transaction Support Agreement

Dated: November 22, 2017

SUPPORT PARTY

Name of Institution:		Wasserstein Debt Opportunities, L.P.
By:	/s/ Rajay Bagaria
Name:	Rajay Bagaria
Title:	President & Chief Investment Officer
Telephone:
Facsimile:

Signature Page to Transaction Support Agreement

SCHEDULE 1

NOTICE ADDRESSES

If to the Company:

99 Cents Only Stores LLC
4000 Union Pacific Avenue
City of Commerce, CA 90023
Attention: Felicia Thornton

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP

2029 Century Park East, 33rd Floor
Los Angeles, CA 90067

Attention:Paul S. Aronzon (paronzon@milbank.com)

Adam Moses (amoses@milbank.com)

Proskauer Rose LLP

2049 Century Park East
Los Angeles, CA 90067

Attention:Michael A. Woronoff (mworonoff@proskauer.com)

Philippa M. Bond (pbond@proskauer.com)

If to Support Parties:

To the individual named on each Support Party’s signature page

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY  10004

Attn: Emil Buchman (emil.buchman@friedfrank.com)

Gary Kaplan (gary.kaplan@friedfrank.com)

EXHIBIT A

SUMMARY OF AMENDMENTS TO THE TERMS OF THE ORIGINAL EXCHANGE OFFER

EXHIBIT A

The following describes the principal changes between the terms of the Original Exchange Offer and the terms to be included in the New Exchange Offer Memorandum.  Except as described below, the Exchange Offer would be conducted on the same economic terms and otherwise consistent in all material respects with the terms set forth in the Original Exchange Offer Memorandum.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Exchange Offer Memorandum.

	Original Terms	Amended Terms
Exchange Consideration for Sponsor Affiliates	Sponsor Affiliates indicated that they would elect to receive 13% All PIK Notes due 2023 for all of their Existing Notes in the Original Exchange Offer.	Sponsor Affiliates have agreed to exchange their Existing Notes in the Exchange Offer for shares of preferred stock (the “New Preferred Stock”) to be issued by Number Holdings, Inc., the direct parent of the Company. New Preferred Stock may not be Disqualified Stock of the Company or of a restricted subsidiary of the Company.
Early Tender Consideration	$30.00 in principal amount of New Secured Notes (in addition to the Exchange Consideration) to Eligible Holders who tender before the Early Tender Date.	$30.00 in principal amount of New Secured Notes and $7.50 in cash on each $1,000 in principal amount of New Secured Notes (in addition to the Exchange Consideration) to Eligible Holders who tender before the Early Tender Date. $30.00 additional liquidation preference per share of New Preferred Stock and $7.50 in additional aggregate liquidation preference of New Preferred Stock to Sponsor Affiliates who properly tender before the Early Tender Date.
Minimum Tender Condition	None.	The Exchange Offer will be conditioned on the satisfaction, or waiver by the Company, of the condition that not less than 95% in aggregate principal amount of Existing Notes have been validly tendered and not validly withdrawn prior to the Expiration Date.
New Secured Notes maturity	June 15, 2023.	April 14, 2022.
Optional Redemption	From and after the date of issuance, the New Secured Notes are redeemable at a redemption price equal to 100% of the principal amount of the New Secured Notes redeemed, plus accrued and unpaid interest thereon to the redemption date.	See Annex A.
Liens	The limitation on liens covenant contained, among other things, a basket (the “New Notes Lien Basket”) for liens securing up to $250 million in aggregate principal amount of New Secured Notes at any one time outstanding.	Will revise the New Notes Lien Basket to $148 million in aggregate principal amount of New Secured Notes at any one time outstanding.

	Original Terms	Amended Terms
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	The limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock covenant contained, among other things, a basket (the “New Notes Debt Basket”) for the issuance of up to $250 million in aggregate principal amount of New Secured Notes.	Will revise the New Notes Debt Basket to $148 million in aggregate principal amount of New Secured Notes.
Limitations on amendments to the Credit Facilities	None.	So long as the New Secured Notes are outstanding (other than if the New Secured Notes have been defeased pursuant to “legal defeasance” or “covenant defeasance” as described under “Description of the New Secured Notes—Defeasance” in the Original Exchange Offer Memorandum), the Company shall not amend, supplement or otherwise modify the Credit Facilities (whether currently in existence or incurred in exchange, refinancing or replacement thereof or in addition thereto) in a manner that permits the Company or the restricted subsidiaries to incur liens that are senior in priority to the liens securing the New Secured Notes to the extent that such liens are not permitted to be incurred pursuant to the terms of the Credit Facilities as in effect on the issue date of the New Secured Notes.
Limitations on liens relating to the New Preferred Stock	None.	In no event shall the Company, and the Company shall not permit any of the restricted subsidiaries to, incur a lien securing New Preferred Stock, other than any such lien which is junior in priority to the liens securing the collateral. The New Preferred Stock shall not be exchanged for indebtedness of the Company or any of the restricted subsidiaries.

Annex A

On or after June 15, 2019, the Issuer may redeem the New Secured Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address or in accordance with the applicable procedures of DTC, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth below:

Period	Redemption Price
2019	102.000	%
2020	101.000	%
2021	100.000	%

In addition, prior to June 15, 2019, the Issuer may redeem the New Secured Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address or in accordance with the applicable procedures of DTC, at a redemption price equal to 100% of the principal amount of the New Secured Notes redeemed plus the Applicable Premium as of the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).  “Applicable Premium” shall be defined consistent with the definition of the Applicable Premium set forth in the indenture governing the Existing Notes, except that references to December 15, 2014, shall be deemed to be references to June 15, 2019.

Notwithstanding and in addition to the foregoing (and without limiting the foregoing in any respect), prior to June 15, 2019, the Issuer may redeem, at its option:

(1)the New Secured Notes, in whole or in part, in connection with or upon the occurrence of a Change of Control or a public Equity Offering at a redemption price equal to 102% of the principal amount of the New Secured Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that such redemption must occur on, or within 90 days after, the date on which any such Change of Control or public Equity Offering, as applicable, is consummated, and upon not less than 5 days’ nor more than 60 days’ notice by the Issuer mailed to each holder of New Secured Notes being redeemed or made available by (or at the direction of) the Issuer to each such holder in accordance with the applicable procedures of DTC (which notice, if issued prior to the date on which the applicable Change of Control or Public Equity Offering is consummated, may indicate that the Issuer’s obligation to effect such contemplated redemption is conditioned upon the occurrence of such Change of Control or Public Equity Offering) and otherwise in accordance with the procedures set forth in the New Secured Notes Indenture; and

(2)in the aggregate up to 35% of the original aggregate principal amount of the New Secured Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (a) by the Issuer or (b) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer at a redemption price (expressed as a percentage of principal amount thereof) of 103.000%, plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that (a) at least 65% of the original aggregate principal amount of the New Secured Notes (calculated after giving effect to any issuance of Additional Notes) shall remain outstanding after each such redemption; and (b) such redemption must occur within 90 days after the date on which any such Equity Offering is consummated, and upon not less than 30 days’ nor more than 60 days’ notice by the Issuer mailed to each holder of New Secured Notes being redeemed and otherwise in accordance with the procedures set forth in the New Secured Notes Indenture.

EX-99.1

Exhibit 99.1

SOURCES AND USES

We will not receive any cash proceeds in the exchange offer.  The Existing Notes exchanged by holders in the exchange offer will be retired and cancelled and will not be reissued.

The following table summarizes the estimated sources and uses in connection with the exchange offer and related transactions, assuming all outstanding Existing Notes are exchanged in the exchange offer prior to the Early Tender Date, and that the exchange offer is consummated on December 14, 2017.  Actual amounts set forth in the table and accompanying footnotes will vary from estimated amounts depending on several factors, including differences between actual participation rates, tender timing and elections in the exchange offer as compared to our assumptions, our estimates of the fees and expenses as compared to actual fees and expenses, and the actual closing date of the exchange offer.

	Amount (In millions)
Sources:
New Secured Notes issued in the exchange offer	$	147.9
New Preferred Stock	102.9
ABL Facility	29.5
Total Sources	$	280.3
Uses:
Accepted tenders of Existing Notes	$	250.0
Accrued and unpaid interest	13.6
Cash and New Preferred Stock portion of Early Tender Consideration	1.9
Fees and expenses (1)	14.8
Total Uses	$	280.3

(1)Estimated transaction costs consist of fees and expenses relating to the exchange offer and the Credit Facilities Amendments.  These payments, in addition to our typical seasonal working capital limitations, require us to draw on the ABL Facility from time to time, which may put constraints on our liquidity. See “Risk Factors — Risks Related to Liquidity and the Covenants under the New Secured Notes Indenture.”

CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization of the Company as of July 28, 2017:

on a historical basis; and

on an as adjusted basis to give effect to (i) the incurrence of $25.0 million of indebtedness on September 6, 2017 under the FILO Facility described under “Description of Our Last-Out ABL Facility” and the application of the net proceeds therefrom to pay down our ABL Facility, (ii) scheduled amortization payments made on the Existing First Lien Term Loan Facility since July 28, 2017, (iii) the consummation of the Credit Facilities Amendments (assuming conversion of approximately $399.2 million of the First Lien Term Loan Facility not held by the Sponsor Affiliates into the New First Lien Term Loan Facility plus the conversion of an additional approximately $34.7 million of First Lien Term Loan Facility expected to occur following consummation of the Credit Facilities Amendments) and (iv) the consummation of the exchange offer and exchange of Sponsor Affiliate Existing Notes for New Preferred Stock, assuming all outstanding Existing Notes are properly tendered and accepted prior to the Early Tender Date, and the sources and uses described under “Sources and Uses.”

This table should be read in conjunction with the consolidated financial statements and the related notes thereto and the other financial information included and incorporated by reference in this Offering Memorandum.

(unaudited, in thousands)	Historical		As Adjusted
Cash and cash equivalents	$	2,485	$	2,485
Debt:
Existing First Lien Term Loan Facility	$	590,325	$	25,733
New First Lien Term Loan Facility	—		433,990
New Second Lien Term Loan Facility	—		131,083
Existing Notes	250,000		—
New Secured Notes	—		147,882
ABL Facility	51,300		56,731		(1)
FILO Facility	—		25,000
Total debt, including current portion	891,625		820,419
Total members’ equity	101,896		204,780		(2)
Total capitalization	$	993,521	$	1,025,199

(1)Reflects (i) the repayment from the net proceeds of the FILO Facility, (ii) the payment of fees and expenses associated with the Credit Facilities Amendments and exchange offer as described under “Sources and Uses” and (iii) the payment of accrued and unpaid interest on Exchanged Notes as described under “Sources and Uses.” Management manages liquidity on an ongoing basis and from time to time draws on the ABL Facility to pay expenses and operate the business.  There can be no assurance that there will be sufficient availability under the ABL Facility.  See “Risk Factors — Risks Related to Liquidity and the Covenants under the New Secured Notes Indenture.”

(2)Includes the issuance of New Preferred Stock by Number Holdings with an aggregate liquidation preference of $102.9 million to the Sponsor Affiliates.  Pursuant to the Support Agreement, the Sponsor Affiliates have agreed to exchange their Existing Notes for New Preferred Stock.

EX-99.2

Exhibit 99.2

PRESS RELEASE

For Immediate Release

99 CENTS ONLY STORES LLC ANNOUNCES

EXTENSION OF EARLY TENDER DATE, INCREASE IN CONSIDERATION AND ADDITION OF MINIMUM TENDER CONDITION FOR EXCHANGE OFFER AND CONSENT SOLICITATION RELATING TO ITS 11% SENIOR NOTES DUE 2019

Los Angeles, California, November 22, 2017 — 99 Cents Only Stores LLC (the “Company”) today announced that, with respect to its previously announced exchange offer and consent solicitation to Eligible Holders (as defined below) of its outstanding 11% senior notes due 2019 (the “Existing Notes”), it has (i) shortened the maturity date of its newly issued 13% Cash/PIK Notes (the “New Secured Notes”) being offered in exchange for the Existing Notes from June 15, 2023 to April 14, 2022, (ii) extended the Early Tender Date from 5:00 p.m., New York City time, on November 22, 2017 to 5:00 p.m., New York City time, on November 30, 2017 (as extended, the “Early Tender Date”), (iii) increased the early tender consideration offered to Eligible Holders (other than the Sponsor Affiliates) by adding to it $7.50 in cash (in addition to the early tender consideration of $30 in principal amount of New Secured Notes per $1,000 in principal amount of Existing Notes previously announced), (iv) amended certain terms of the New Secured Notes and (v) amended the conditions to the exchange offer to include a minimum tender condition that at least 95% in aggregate principal amount of Existing Notes shall have been validly tendered and not validly withdrawn in the exchange offer and the simultaneous Sponsor Affiliate exchange prior to the Expiration Date (as defined below) pursuant to the terms of the amended and restated offering memorandum and consent solicitation statement and the related amended and restated letter of transmittal and consent (the foregoing documents together, the “Offering Documents”). The Company also announced that it has amended the consideration being offered in exchange for the Existing Notes held by certain affiliates of the Company’s controlling equityholders (the “Sponsor Affiliates”) from its 13% All PIK Notes due 2023 to shares of new paid in-kind Series A-1 Preferred Stock of Number Holdings, Inc., the direct parent of the Company (the “New Preferred Stock”), with an aggregate liquidation preference of $1,000 per share and $7.50 in additional aggregate liquidation preference of New Preferred Stock if tendered prior to or on the Early Tender Date and an aggregate liquidation preference of $970.00 per share if issued thereafter.

The following table sets forth the consideration to be offered to Eligible Holders of the Existing Notes in the exchange offer after giving effect to the amendments described above:

Existing Notes to be Exchanged (CUSIP No. / ISIN)	Outstanding Principal Amount of Existing Notes		Total Exchange Consideration for each $1,000 Principal Amount of Existing Notes if Tendered Prior to or on the Early Tender Date	Exchange Consideration for each $1,000 Principal Amount of Existing Notes if Tendered After the Early Tender Date
65440KAB2/ U565440KAB26	$	250,000,000	By holders other than Sponsor Affiliates $1,000.00 principal amount of New Secured Notes plus $7.50 in cash	By holders other than Sponsor Affiliates $970.00 principal amount of New Secured Notes

For Existing Notes validly tendered after the Early Tender Date and on or before the Expiration Date, the Eligible Holders of Existing Notes accepted for exchange will receive the exchange consideration set forth in the applicable column in the table above, which does not include the early tender consideration.  Eligible Holders of Existing Notes accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest in respect of such Existing Notes from the most recent interest payment date to, but not including, the date the exchange offer is settled (the “Settlement Date”).  Interest on the New Secured Notes will accrue from the Settlement Date.  Dividends on the New Preferred Stock will accrue from the Settlement Date.

As previously announced, the exchange offer and consent solicitation will expire at 11:59 p.m., New York City time, on December 7, 2017, unless extended or earlier terminated by the Company (the “Expiration Date”).  The right to withdraw tenders of Existing Notes and related consents terminates at 5:00 p.m., New York City time, on November 30, 2017 (the “Withdrawal Date”). Tenders submitted after the Withdrawal Date and on or before the Expiration Date in the exchange offer and related consents will be irrevocable, except in limited circumstances where additional withdrawal rights are required by law.  The act of tendering Existing Notes pursuant to the exchange offer constitutes a consent to the proposed amendment to the indenture governing the Existing Notes.  The exchange offer is conditioned on the satisfaction or waiver of certain additional conditions, as described in the Offering Documents. The exchange offer and consent solicitation for the Existing Notes may be further amended, extended or terminated.

The Exchange Offer is being made, and the New Secured Notes and the New Preferred Stock are being offered and issued only (a) in the United States to holders of Existing Notes who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act and (b) outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act (collectively, “Eligible Holders”).

Eligible Holders are urged to carefully read the Offering Documents before making any decision with respect to the exchange offer and consent solicitation.  None of the Company, Number Holdings, Inc., the dealer manager, the information agent or the exchange agent makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes.  Eligible Holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of Existing Notes to tender.

The issuance of the New Secured Notes in the exchange offer and the issuance of the New Preferred Stock have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Secured Notes or the New Preferred Stock, nor shall there be any sale of the New Secured Notes or New Preferred Stock, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Documents relating to the exchange offer will only be distributed to Eligible Holders of the Existing Notes who properly complete and return a letter of eligibility confirming that they are within the category of Eligible Holders for this private exchange offer. Eligible Holders of the Existing Notes who desire a copy of the letter of eligibility should contact D.F. King & Co., Inc., the information agent for the Exchange Offer, at (877) 297-1747 (U.S. toll-free) or (212) 269-5550 (collect) or access the letter of eligibility at dfking.com/99cents.

About 99 Cents Only Stores

Founded in 1982, 99 Cents Only Stores LLC is the leading operator of extreme value stores in California and the Southwestern United States. The Company currently operates 391 stores located in California, Texas, Arizona and Nevada. 99 Cents Only Stores LLC offers a broad assortment of name brand and other attractively priced merchandise and compelling seasonal product offerings. For more information, visit www.99only.com.

Investor Contact:

Addo Investor Relations

Lasse Glassen

(424) 238-6249

lglassen@addoir.com

*  *  *

The Company has included statements in this report that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act of 1933, as amended. As a general matter, forward-looking statements are those focused on future or anticipated events or trends, expectations and beliefs including, among other things, the Company’s expectations with respect to the amend and extend transaction described herein.  Such statements are intended to be identified by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon the Company’s then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this release for reasons, among others, including (i) the ability of the Company to satisfy the conditions to the Exchange Offer, (ii) the availability of alternative transactions, (iii) general market conditions and (iv) those reasons discussed in the Amended and Restated Offering Memorandum and Consent Solicitation and the reports and other documents the Company files from time to time with the Securities and Exchange Commission, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2017. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.