Obligation 99 Cents only 11% ( US65440KAB26 ) en USD

99 Cents only

100 % ▲

Etas-Unis

US65440KAB26 ( en USD )

11% par an ( paiement semestriel )

14/12/2019 - Obligation échue

Prospectus brochure de l'obligation 99 Cents only US65440KAB26 en USD 11%, échue

2 000 USD

250 000 000 USD

65440KAB2

N/A

L'Obligation émise par 99 Cents only ( Etas-Unis ) , en USD, avec le code ISIN US65440KAB26, paye un coupon de 11% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2019

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424B3 1 a2211315z424b3.htm 424B3
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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-182582
PROSPECTUS
Offer to Exchange
Up to $250 million aggregate principal amount of its 11% Senior Notes due 2019 which have
been registered under the Securities Act of 1933, as amended (the "exchange notes") for any
and all of its outstanding 11% Senior Notes due 2019 (the "outstanding notes")
The Exchange Notes:
·
The terms of the exchange notes are substantially identical to the outstanding notes, except that some of the transfer
restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.
·
The exchange notes will be guaranteed on a senior unsecured basis by each of our existing and future restricted
subsidiaries that are guarantors under our credit facilities and certain other indebtedness. If we fail to make payments on
the exchange notes, the guarantors must make them instead.
·
There is no established trading market for the exchange notes or the outstanding notes and we do not intend to apply for
listing on any market or exchange.
The Exchange Offer:
·
The exchange offer will expire at 5:00 p.m., New York City time, on November 6, 2012, unless we extend the exchange
offer.
·
The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable
interpretation of the staff of the Securities and Exchange Commission.
·
Subject to the satisfaction or waiver of specified conditions, we will exchange all outstanding notes that are validly
tendered and not withdrawn prior to the expiration of the exchange offer.
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·
You may withdraw tenders of outstanding notes at any time prior to the expiration or termination of the exchange offer.
·
The exchange offer is subject to the conditions set forth under "The Exchange Offer--Conditions to the Exchange Offer" in
this prospectus.
·
We will not receive any proceeds from the exchange offer.
·
We issued the outstanding notes in a transaction not requiring registration under the Securities Act, and as a result, their
transfer is restricted. We are making the exchange offer to satisfy your registration rights, as a holder of the outstanding
notes.
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the
indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with
the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of exchange notes received in exchange for the outstanding notes where such outstanding notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the effective date of
the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution" in this prospectus.
See "Risk Factors" beginning on page 14 for a discussion of certain risks that you should consider before participating in the
exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has passed upon the accuracy or
adequacy of this prospectus or the investment merits of the exchange notes. Any representation to the contrary is a criminal
offense.

The date of this prospectus is October 9, 2012
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TABLE OF CONTENTS

Page

Summary

1

Risk Factors

14

The Exchange Offer

31

Use of Proceeds

42

Unaudited Pro Forma Condensed Consolidated Financial Information

43

Selected Consolidated Historical Financial Data

46

Management's Discussion and Analysis of Financial Condition and Results of Operations

49

Business

76

Management

89

Security Ownership of Certain Beneficial Owners
103

Certain Relationships and Related Party Transactions
106

Description of Our Credit Facilities
108

Description of Exchange Notes
111

Material Federal Income Tax Considerations
177

Plan of Distribution
182

Legal Matters
182

Experts
183

Where You Can Find More Information
183

Index to Consolidated Financial Statements
F-1
This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have
filed with the Securities and Exchange Commission (the "SEC"). See "Where You Can Find More Information" in this prospectus. Copies
of these documents, except for certain exhibits and schedules, will be made available to you without charge upon written or oral request
to:
99¢ Only Stores
4000 Union Pacific Avenue
City of Commerce, California 90023
(323) 980-8145
In order to obtain timely delivery of such materials, you must request information from us no later than five business days
prior to the expiration of the exchange offer.
No information in this prospectus constitutes legal, business or tax advice, and you should not consider it as such. You should consult
your own attorney, business advisor and tax advisor for legal, business and tax advice regarding the exchange offer.
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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. This prospectus is not an offer to sell or a solicitation of an offer to buy the notes in any jurisdiction or under any
circumstances in which the offer or sale is unlawful. You should not assume that the information contained in this prospectus is accurate
as of any date other than the date on the front of this prospectus.
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FORWARD LOOKING STATEMENTS
In addition to historical information, the information presented in this prospectus includes forward-looking statements. The words
"expect," "estimate," "anticipate," "predict," "will," "project," "plan," "believe" and other similar expressions and variations thereof are
intended to identify forward-looking statements. Such statements and discussions containing such forward-looking statements may be
found under "Risk Factors," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" in this prospectus, as well as within this prospectus generally,
and include statements regarding the intent, belief or current expectations of 99¢ Only Stores and its directors or officers with respect to,
among other things, (a) trends affecting the financial condition or results of operations of the Company, and (b) the business and growth
strategies of the Company (including the Company's new store opening growth rate), that are not historical in nature. Readers are
cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are and will be based upon our
then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements,
but we may not realize our expectations and our estimates and assumptions may not prove correct. In addition, 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 prospectus, for the reasons, among others, discussed under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Risk Factors" in this prospectus. We undertake no obligation to publicly revise these forward-
looking statements to reflect events or circumstances that arise after the date hereof.
ii
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SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does
not contain all of the information that you should consider before deciding whether or not to participate in the exchange offer. For a
more complete understanding of our Company and this exchange offer you should read this entire prospectus, including the
information set forth under the heading "Risk Factors" in this prospectus and the consolidated financial statements and the notes
thereto included in this prospectus.
As part of the transactions described under the heading "--The Merger," on January 13, 2012, Number Merger Sub, Inc.
("Merger Sub") merged with and into 99¢ Only Stores, with 99¢ Only Stores being the surviving corporation (such merger, the
"Merger") and the acquisition described in this prospectus (the "Acquisition") was completed. In this prospectus, the terms "we,"
"us," "our," "99¢ Only" and the "Company" refer to 99¢ Only Stores and its consolidated subsidiaries, after giving effect to the
consummation of the Merger, unless expressly stated otherwise or the context otherwise required, and in particular, with respect to
historical financial information of 99¢ Only Stores. Unless otherwise indicated, the term "sales" refers to "net sales." As the result of
the Merger, the accompanying financial information is presented for the "Predecessor" and "Successor" periods relating to the
periods preceding and succeeding the Merger, respectively. Our fiscal year 2012 ("fiscal 2012") is presented as a Successor period
from January 15, 2012 to March 31, 2012 consisting of 11 weeks (the "fiscal 2012 Successor period") and a Predecessor period from
April 3, 2011 to January 14, 2012 consisting of 41 weeks (the "fiscal 2012 Predecessor period"), for a total of 52 weeks. Our fiscal
year 2011 ("fiscal 2011") (Predecessor) began on March 28, 2010 and ended on April 2, 2011, consisting of 53 weeks with one
additional week included in the fourth quarter and fiscal year 2010 ("fiscal 2010") (Predecessor) consisting of 52 weeks beginning
March 29, 2009 and ending March 27, 2010. Where meaningful, we have presented disclosures with respect to the combination of the
Successor and Predecessor periods, on a pro forma basis, which we refer to as "pro forma fiscal year 2012." Our first quarter ended
June 30, 2012 ("first quarter of fiscal 2013") and first quarter ended July 2, 2011 ("first quarter of fiscal 2012") were each comprise
of 91 days. Our fiscal year 2013 ("fiscal 2013") will consist of 52 weeks beginning April 1, 2012 and ending March 30, 2013.
Our Company
With over 30 years of operating experience, we believe, based on our industry experience, we are a leading operator of extreme
value retail stores in the southwestern United States with 300 stores located in the states of California (220 stores), Texas (37 stores),
Arizona (29 stores) and Nevada (14 stores) as of June 30, 2012. Our stores offer consumable products with an emphasis on name brands
and our items are primarily priced at 99.99¢ or less. We carry a wide assortment of regularly available products as well as a broad
variety of first-quality closeout merchandise. We carry many fresh produce, deli, dairy and frozen food products found in traditional
grocery stores, which we sell at generally lower, sometimes significantly lower, prices. Our core philosophy is that every item in our
store be a good to great value. We believe that our differentiated merchandise mix, combined with outstanding value, enable us to appeal
to a broad consumer demographic, increase overall customer traffic and frequency of customer visits, as well as strengthen customer
loyalty. Our stores are significantly larger than those of other U.S. publicly reporting dollar store chains, enabling us to offer a wider
assortment of merchandise and provide our customers with a spacious, comfortable shopping experience.
In pro forma fiscal 2012, on a comparable 52-week period, our stores open for the full year averaged net sales of $5.2 million per
store and $309 per estimated saleable square foot, which we believe, based on our industry experience, is the highest among U.S.
publicly reporting dollar store chains. We opened 13 new stores during pro forma fiscal 2012, including eight stores in California, two in
Arizona, one in Nevada and two in Texas, and we opened two new stores during first quarter of fiscal 2013, including one in Southern
California and one in Nevada. We did not close any stores during

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pro forma fiscal 2012. In fiscal 2013, we currently intend to increase our store count by approximately 10%, the majority of which are
expected to be opened in California during the second half of fiscal 2013.
We also sell merchandise through our Bargain Wholesale division at prices generally below normal wholesale levels to retailers,
distributors and exporters. The Bargain Wholesale division complements our retail operations by exposing us to a broader selection of
opportunistic buys and generating additional sales with relatively small incremental operating expenses. Bargain Wholesale represented
3.0% and 2.8% of our total sales in first quarter of fiscal 2013 and pro forma fiscal 2012, respectively.
Stores
Our stores are typically clustered around densely populated areas where it is convenient for our customers to do their weekly
household shopping. We believe that our stores offer our customers an attractive and inviting shopping experience. Our stores are brightl
lit, clean and well maintained. The interiors of our stores feature attractively displayed products, consistent merchandise displays, and
low shelving height that permits visibility throughout the store. We emphasize a strong visual presentation in all key traffic areas of each
store. We maintain and update our displays throughout the day to improve our customers' shopping experience.
Merchandise
Our merchandising strategy is centered on our philosophy that every item in our store be a good to great value. Approximately 55%
of our gross sales are from re-orderable products that are routinely in stock and generally available to our customers each time they visit
our stores. We believe that by consistently offering a wide selection of basic consumable items, we encourage our customers to shop our
stores regularly for everyday household needs. Approximately 45% of our sales are from closeout merchandise, which is also known as
special- situation merchandise, stock-lots or remainders. Closeout merchandise represents products obtained from suppliers at lower to
substantially lower than wholesale cost due to factors such as manufacturing overruns, approaching sell-by dates, and excess inventory o
package changes. We offer a significantly larger percentage of closeout merchandise than traditional dollars stores, some of whom carry
few or no closeouts. We believe that offering a large and frequently changing selection of closeout merchandise, including many name
brands, creates a sense of urgency, fun and treasure-hunt excitement in our stores.
We believe we have one of the largest product offerings in the dollar store industry. We differentiate ourselves from traditional
dollar stores by offering a wider assortment of food and grocery items, including perishables, which collectively account for
approximately 56% of our gross sales. Substantially all of our stores have free-standing fresh and refrigerated produce displays as well
as full-sized built-in refrigerated and frozen food wall units. We believe that many of our customers shop at our stores weekly for their
groceries and frequently shop 99¢ Only first before supplementing such purchases at other food stores.
We focus on name-brand consumables. The range and quality of our name-brand merchandise allows our customers to benefit from
the value of our prices while purchasing brands they know and trust.
We estimate that approximately one-third of our sales are derived from products produced outside the United States, varying
depending on the season and closeout activity. In addition to our significant amount of name-brand offerings, we offer secondary and
generic brands, plus a smaller portion of domestically and internationally sourced private label merchandise. We believe that
opportunities exist to increase the volume of private label and directly sourced foreign merchandise.

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We purchase our merchandise from a wide variety of suppliers with whom we have long-standing and mutually beneficial buying
relationships. We are a trusted partner and a preferred buyer to our suppliers, many of whom we believe contact 99¢ Only first when
selling closeout inventory.
The Merger
On January 13, 2012, pursuant to the Agreement and Plan of Merger, dated as of October 11, 2011 (the "Merger Agreement"), by an
among 99¢ Only Stores, Number Holdings, Inc., a Delaware corporation ("Parent"), and Merger Sub, a subsidiary of Parent, Merger Sub
merged with and into 99¢ Only Stores, with 99¢ Only Stores being the surviving corporation. As a result of the Merger, we became a
subsidiary of Parent. Parent is indirectly controlled by Ares Corporate Opportunities Fund III, L.P. ("Ares"), an affiliate of Ares
Management LLC, and Canada Pension Plan Investment Board ("CPPIB") (together, the "Sponsors") and directly controlled by the
Rollover Investors (as defined below).
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company's common
stock, no par value ("Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any
applicable withholding taxes (the "Merger Consideration"), excluding (1) shares held by any shareholders who were entitled to and who
have properly exercised dissenters' rights under California law, and (2) shares held by Parent, Merger Sub or any other wholly owned
subsidiary of Parent, which included the shares contributed to Parent prior to the completion of the Merger by Eric Schiffer, the
Company's Chief Executive Officer, Jeff Gold, the Company's President and Chief Operating Officer, Howard Gold, the Company's
Executive Vice President, Karen Schiffer and The Gold Revocable Trust dated October 26, 2005 (collectively, the "Rollover Investors")
In addition, each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the excess, if
any, of the Merger Consideration over the exercise price for each share subject to the applicable option. Each restricted stock unit
("RSU") was cancelled and converted into the right to receive an amount in cash equal to the number of unforfeited shares of Company
common stock then subject to the RSU multiplied by the Merger Consideration. Each performance stock unit ("PSU") was cancelled and
converted into the right to receive an amount in cash equal to the number of unforfeited shares of Company common stock then subject to
the PSU multiplied by the Merger Consideration.
At the effective time of the Merger, each share of Company common stock was converted into the right to receive the Merger
Consideration. As a result of the Merger, the Company's common stock was delisted from the New York Stock Exchange and the
Company ceased to be a publicly held and traded corporation.
The total cash merger consideration paid was approximately $1.6 billion, which was funded from equity contributions from the
Sponsors and cash of the Company, as well as proceeds received by Merger Sub in connection with debt financing consisting of
(i) $535 million of funded debt provided by Royal Bank of Canada, Bank of Montreal, Deutsche Bank Trust Company Americas, City
National Bank, a National Banking Association, Siemens Financial Services, Inc. and HSBC Bank USA, N.A. under (a) a $525 million
first lien term loan facility (as amended (see description below), the "First Lien Term Loan Facility"), and (b) $10 million of borrowings
under a $175 million first lien based revolving credit facility (the "ABL Facility" and together with the First Lien Term Loan Facility, the
"Credit Facilities") and (ii) issuance of $250 million outstanding notes, which we are offering to exchange, upon the terms and subject to
the conditions set forth in this prospectus and the accompanying letter of transmittal, for all of our exchange notes. In addition, the
Rollover Investors contributed approximately 4,545,451 shares of Company common stock, valued at the $22.00 per share merger
consideration, to Parent, in exchange for approximately 15.73% of the outstanding common stock of Parent.

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On April 4, 2012, we amended the terms of our existing seven-year $525 million First Lien Term Facility, net of refinancing costs o
$11.2 million. The amendment, among other things, decreased the Applicable Margin from the London Interbank Offered Rate ("LIBOR"
plus 5.50% (or base rate plus 4.50%) to LIBOR plus 4.00% (or base rate plus 3.00%) and decreased the LIBOR floor from 1.50% to
1.25%. The maximum capital expenditures covenant in the First Lien Term Facility was amended to permit an additional $5 million in
capital expenditures each year throughout the term of the First Lien Term Facility.
For further information on the Acquisition, see "Description of Our Credit Facilities" and "Description of Exchange Notes."
Our Financial Sponsors
Ares Management LLC is a global alternative asset manager and SEC registered investment adviser with approximately $54 billion
of total committed capital under management and over approximately 520 employees as of June 30, 2012. The firm is headquartered in
Los Angeles with professionals located across the United States, Europe and Asia and has the ability to invest in all levels of a
company's capital structure--from senior debt to common equity. The firm's investment activities are managed by dedicated teams in its
Private Equity, Private Debt and Capital Markets investment platforms.
Ares Management was built upon the fundamental principle that each platform benefits from being part of the greater whole. This
multi-asset class synergy provides its professionals with insights into industry trends across the globe, access to significant deal flow and
the ability to assess relative value.
The Ares Private Equity Group pursues majority or shared control investments, principally in middle market companies with strong
business franchises and in situations where its capital can serve as a catalyst for growth. Ares' senior partners average more than 20 year
of experience investing in, controlling, advising, and restructuring companies.
CPPIB is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay
current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPPIB assets
CPPIB invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments.
Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension
Plan and at arm's length from governments. As of June 30, 2012, the assets of the Canada Pension Plan Fund totaled C$166 billion, of
which C$28 billion was invested in private equity.

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Corporate Structure
(1)
Parent guarantees our Credit Facilities, but does not guarantee the outstanding notes or the exchange notes.
(2)
The Credit Facilities consist of (i) a first lien asset based revolving credit facility in an aggregate principal amount equal to
$175 million, and (ii) a first lien term loan facility in an aggregate principal amount equal to $525 million. See "Description of
Our Credit Facilities" in this prospectus.
(3)
99¢ Only Stores operates all of the California, Arizona and Nevada stores. Ares holds 10% of the Company's Class B Common
Stock, which carry de minimis economic rights and the right to vote solely with respect to the election of directors. See "Security
Ownership of Certain Beneficial Owners" in this prospectus.
(4)
99 Cents Only Stores, a Nevada corporation and inactive wholly owned subsidiary of the Company, was dissolved in September
2012 and will not be a subsidiary guarantor of the exchange notes.
Corporate Information
99¢ Only Stores was initially incorporated on August 31, 1965 as a California corporation. Our principal executive offices are
located at 4000 Union Pacific Avenue, City of Commerce, California 90023. Our telephone number at that address is (323) 980-8145 an
our corporate website is www.99only.com. Our website and the information contained on our website are not part of this prospectus.

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