dollar tree complex | for sale · dollar tree complex | for sale 520 ivy st, junction city, or...

Dollar Tree Complex | FOR SALE

520 Ivy St, Junction City, OR 97448

Verne Whittaker III, CCIM

Principal Broker

541-484-4422

[email protected]

888900082

1225 Lawrence StEugene, OR 97401541-484-4422 (p)541-302-1594 (f)www.cwwalker.net

$1,875,0007.4% Cap RateGross Income $188,900Net Income (NOI) $139,400

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Dollar Tree corporate leaseRanked #342 in Fortune 500

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100% OccupiedMulti-tenant investment withretail, office, multi-family.Diversification in a singleinvestment

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Excellent Location & VisibilityGrowing Community

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Dollar Tree, Inc. expanding toover 13,000 stores and isprojected to exceed $18 billionin sales

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Table of Contents

Maps and Aerials ........................................................................................................... 3

Investment Overview ................................................................................................... 5

Property Description .................................................................................................... 6

Executive Summary ...................................................................................................... 7

Actual Summary ............................................................................................................. 8

Income & Expense | Rent Roll ....................................................................................... 9

Property Photos ............................................................................................................. 10

Site Plan............................................................................................................................ 11

Plat Map............................................................................................................................. 12

Operating Income Analysis ........................................................................................... 13

Dollar Tree Expansion Article ....................................................................................... 14

Agency Disclosure ........................................................................................................ 18

Confidentiality Agreement ......................................................................................... 20

Maps and AerialsDollar Tree Complex | FOR SALE

520 Ivy StJunction City, OR 97448

Verne Whittaker III, CCIM541-484-4422

Location Map

page 3 of 20

Maps and AerialsDollar Tree Complex | FOR SALE



Retail MapDollar Tree, Junction City, OR

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Dollar Tree Complex | FOR SALE



The information contained within this marketing package is from sources deemed reliable, but is not guaranteed by agent. The information herein is provided without warranty and is subject to change without notice, error or omission, prior sale or lease, correction or withdrawal. Buyer is encouraged to verify all material information.

INVESTMENT OVERVIEW The Dollar Tree Complex is located at 520 Ivy St in Junction City Oregon. This multi-tenant investment contains over 20,000 square feet of rentable space situated on .44 acres of Commercial (C2) zoned property. The investment is anchored by Dollar Tree, a Fortune 500 company with over $8 billion in sales. The property offers a blend of retail, office and eight multi-family units. Dollar Tree is in their second five (5) year lease renewal. They have two additional five (5) year options remaining. Sales figures are not available, however, this store is said to be a solid performing store. The next renewal option is February 1, 2017 at which time the rent is schedule to increase $1,120 per month. The building was fully renovated in 2007, including new roof, interior and exterior paint, wiring (except for panel), ADA bathrooms, HVAC units, floor coverings, ceiling grid, and lighting. Junction City Dollar Tree is ideally situated on Hwy 99 North, a major commercial arterial connecting California and Washington. There is an average daily traffic count of over 23,000 cars per day. This tertiary market has over 5,000 household and 12,995 people within a five mile radius. The Average household income of approximately $56,000 is ideally suited for a discount retailer like Dollar Tree to thrive in the Junction City community. The retail and office tenants are on gross leases and are responsible for their own utilities and interior maintenance. The multi-family tenants are responsible for their electricity. Landlord is responsible for property taxes, insurance, and exterior maintenance for the property. Junction City Dollar tree represents a great opportunity to buy a single, diversified investment in a growing bedroom community of Eugene. Dollar Tree, Inc has a proven track record in this location, evidenced by their last lease renewal. Dollar Tree, Inc is a leader in their industry and is well received in the Junction City community. An investor will benefit from positive leverage, a low price per square foot, and will be purchasing a property with excellent intrinsic value relative to the purchase price. This investment provides an excellent return for a multi-tenant property anchored by a national tenant.

DOLLAR TREE, INC. 500 Volvo Pkwy Chesapeake, VA, 23320 United States Investor Information: www.dollartreeinfo.com Retail Website: www.dollartree.com

JUNCTION CITY, OREGON http://www.junctioncityoregon.gov

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Property DescriptionDollar Tree Complex | FOR SALE



Dollar Tree, Inc. Profile

DOLLAR TREE PROFILE

Dollar Tree, Inc. owns and operates discountvariety stores offering merchandise at the fixedprices. It operates stores under the names DollarTree, Deal$, Dollar Tree Deal$, Dollar Giant andDollar Bills. The company offers a wide selectionof everyday basic products and its supplementthese basic, everyday items with seasonal,closeout and promotional merchandise. Themerchandise mix consists of three types:Consumable, Variety categories and Seasonalmerchandise. The Consumable merchandiseincludes candy and food, health and beauty care, and household consumables such as paper,plastics and household chemicals and in select stores, frozen and refrigerated food. The Varietycategories merchandise includes toys, durable house wares, gifts, party goods, greeting cards, softlines and other items. The Seasonal goods include Easter, Halloween and Christmas merchandise.The company was founded by J. Douglas Perry and Macon F. Brock, Jr. in 1986 and isheadquartered in Chesapeake, VA.Forbes

EARNINGS FOR DOLLAR TREE EXPECTED TO RISE

Wall Street is expecting higher profit for Dollar Tree DLTR -0.61% when the company reports itssecond quarter results on Thursday, August 21, 2014. The consensus estimate is calling for profit of65 cents a share, a rise from 56 cents per share a year ago.The consensus estimate has risen from 64 cents over the past three months. For the fiscal year,analysts are projecting earnings of $3.17 per share. Revenue is expected to be $2.01 billion for thequarter, 8% higher than the year-earlier total of $1.85 billion. For the year, revenue is expected tocome in at $8.51 billion.Forbes

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Executive SummaryDollar Tree Complex | FOR SALE



ACQUISITION COSTS

Purchase Price, Points and Closing Costs $1,875,000

Investment - Cash $562,500

First Loan $1,310,000

INVESTMENT INFORMATION

Purchase Price $1,875,000

Price per Tenant $98,684

Price per Sq. Ft. $89.74

INCOME, EXPENSES & CASH FLOW

Gross Scheduled Income $188,954

Total Vacancy and Credits ($7,558)

Operating Expenses ($41,961)

Net Operating Income $139,435

Debt Service ($89,622)

Cash Flow Before Taxes $49,812

FINANCIAL INDICATORS

Cash on Cash Return Before Taxes 8.86%

Debt Coverage Ratio 1.56

Capitalization Rate 7.44%

Gross Income / Square Feet $9.04

Gross Expenses / Square Feet ($2.01)

Operating Expense Ratio 23.13%

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Actual SummaryDollar Tree Complex | FOR SALE



TENANT ANNUAL SCHEDULED INCOME

Tenant Actual

TOTALS $188,904

ANNUALIZED INCOMEActual

Gross Potential Rent $188,904

Less: Vacancy ($7,558)

Effective Gross Income $181,346

Less: Expenses ($41,961)

Net Operating Income $139,385

Debt Service ($89,622)

Net Cash Flow after Debt Service $49,762

Principal Reduction $28,002

Total Return $77,764

ANNUALIZED EXPENSES

ActualReplacement Reserves $5,400

Building Insurance $3,096

Cable TV $3,516

Grounds Maintenance $1,800

Maintenance - Apartments $4,000

Management Fees - Apartments $5,214

Management Fee - Retail & Office $1,775

Taxes - Real Estate $10,440

Utility - Electricity $1,320

Garbage, Water, Sewer $4,800

Parking Lot Cleaning $600

Total Expenses $41,961

Expenses Per RSF $2.01

INVESTMENT SUMMARY

Price: $1,875,000

Tenants: 19

RSF: 20,893

Price/RSF: $89.74

Lot Size: 0.44 acres

Floors: 2

Parking Spaces: 1/690 SF

APN: 15043231077

Cap Rate: 7.43%

FINANCING SUMMARY

Loan Amount: $1,310,000

Down Payment: $562,500

Loan Type: Fixed

Interest Rate: 4.75%

Term: 25 years

Monthly Payment: $7,469

DCR: 1.56

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Dollar Tree Complex520 Ivy St, Junction City, Oregon 97448

New Loan Last Update: 9/4/2014

PRICE: 1,875,000$ 100% CommentsAssumable Loan - 0%

Balance 1,875,000 100%Down Payment 562,500 30%

New Loan 1,312,500$ 70%

ANNUAL INCOME:

Tenant

Gross Anchor Dollar Tree (2 - 5 yr Options) 1/1/11 1/31/17 11,020 7,700$ 0.70$ 7,700$ 92,400$ Gross Retail My Painted Garden 8 yrs 9/1/12 2/1/16 2,150 850$ 0.40$ 850$ 10,200$ Gross Office Covenant Financial 6/1/06 7/1/17 1,260 973$ 0.77$ 200$ 2,400$ Gross Office Banton Business Services 6/1/06 6/1/16 950 864$ 0.77$ 973$ 11,676$ Gross Office Oregon Property Mngt 7/14/14 7/14/15 242 195$ 0.91$ 864$ 10,368$ Gross Office William's storage MTM 242 150$ 0.81$ 195$ 2,340$ Gross Retail Kettle Corn - Vendor Cart (120 sf) 5/1/14 MTM 200$ 0.62$ 150$ 1,800$ Gross Sign NW Carpet Gallery 2/15/14 2/15/16 180$ 180$ 2,160$ Gross Sign US Bank 1/14/14 1/1/15 60$ 60$ 720$ Gross Sign Rodeo Steakhouse 7/1/14 7/1/16 160$ 160$ 1,920$ Gross Sign Total Body Fitness MTM 65$ 65$ 780$ Gross Apt 1 2 bed / 1 bth - carpet & paint 6/1/14 MTM 800 600$ 0.75$ 600$ 7,200$ Gross Apt 2 2 bed / 1 bth 3/1/14 3/1/15 800 575$ 0.72$ 575$ 6,900$ Gross Apt 3 2 bed / 1 bth 2/2/14 2/2/15 800 595$ 0.74$ 595$ 7,140$ Gross Apt 4 1 bed / 1 bth 3/1/14 3/1/15 400 520$ 1.30$ 520$ 6,240$ Gross Apt 5 1 bed / 1 bth 5/1/14 5/1/15 400 525$ 1.31$ 525$ 6,300$ Gross Apt 6 1 bed / 1 bth 4/1/14 4/1/15 485 500$ 1.03$ 500$ 6,000$ Gross Apt 7 1 bed / 1 bth - older carpet 6/1/14 6/1/15 612 525$ 0.86$ 525$ 6,300$ Gross Apt 8 1 bed / 1 bth 3/1/14 3/1/15 612 495$ 0.81$ 495$ 5,940$

- 19 Totals & Averages: 20,773 15,732$ 0.83 15,732$ 188,784$

Parking Income -$ - Other -$ -

Gross Income 188,784 L V 4 00% 7 550

This analysis reflects actual income and normalized expenses based upon the property being professionally managed. The owner currently manages the property. The Dollar Tree building was fully renovated in 2007. The returns are based upon assumptions & averages and actual returns may vary.

SuiteLease Type Lease Start Lease End

Square Feet

Base Rent PSFBase Rent CAM

Adjusted Mo. Rent

Annual Income

A Confidentiality Agreement is required to obtain the lease details.

Less: Vacancy 4.00% 7,550 Percent Per Sq. Ft. Expense Adjusted Gross: 181,234$

ANNUAL EXPENSES: Annual of Gross Per Month Status Comments

Property Taxes 10,440$ 5.8% 0.04$ ActualInsurance 3,096$ 1.7% 0.01 ActualApartment Management 5,202$ 2.9% 0.02 Pro Forma 10% Mgmt Fee Annual Income: 52,020$ Retail & Office Management 1,775$ 1.0% 0.01 Pro Forma 4% Mgmt Fee Annual Income: 44,364$ Electricity - Sign and Parking Lot 1,320$ 0.7% 0.01 ActualGarbage, Water & Sewer 4,800$ 2.6% 0.02 ActualLandscaping -$ - - Tenants are responsible for area in front of their spacesParking Lot 600$ 0.3% 0.00 Pro Forma 1/4ly - blow/sweep the lot. Performed by owner.Typical APT Maintenance 4,000$ 2.2% 0.02 Pro Forma Performed by owner. Actual expense is less.Cable for Apartments 3,516$ 1.9% 0.01 ActualCommon Area 1,800$ 1.0% 0.01 ActualReserves 5,400$ 3.0% 0.02 Pro Forma

TOTAL EXPENSES: 41,949$ 23.1% 0.17$ 41,949$

NET OPERATING INCOME: 6.71$ per foot Annual 139,285$

Per Month Rate Yrs. AnnuallyDEBT: Assumable Loan - 0.000% 0 -

New Loan (7,483) 4.750% 25 (89,793)

TOTAL DEBT (7,483)$ (89,793) (89,793)

CASH FLOW: 4,124$ /Month Annual: 49,492$

Yr 1: 28,055 Yr 3: 30,845$ Yr 5: 33,913$ Yr 7: 37,286$ Yr 9: 40,994$ Yr 2: 29,417$ Yr 4: 32,343$ Yr 6: 35,560$ Yr 8: 39,096$ Yr 10: 42,984$

Estimated 10 yr Total: 350,494$

ANALYSIS CAP RATE 7.43% PRICE PER SQ FT 90.26$ CASH ON CASH 8.80% DEBT COVERAGE RATIO 1.55YR 1 CASH & PRINCIPAL 13.79% IRR, 10 YEAR HOLD 17.2%Est. Annual Increases 2.5% Cap rate on reversion in year 10 7.50%

Broker represents to the best of their knowledge the information provided is accurate. However, Broker does not guarantee the accuracy of such information and shall not be held liable for any reliance on such information.

Prepared by: © Copyright

Verne Whittaker III C.W. Walker & Associates Eugene, OR 97401Office: 541.484.4422 eFax: 541.302.1594 [email protected] www.cwwalker.net

EST. PRINCIPAL PAYDOWN:

$Dollar Tree complex (2)

Property PhotosDollar Tree Complex | FOR SALE



Property Photos

Dollar Tree Sign location

Retail, office, apts upstairs Office, apts upstairs

Retail, apts upstairs Upstairs walkway for apts

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Dollar T

ree Com

plex | FO

R S

ALE

520 Ivy St

Junction City, O

R 97448

Verne W

hittaker III, CC

IM541-484-4422

DOLLAR TREE

RETAILOFFICEMULTI-FAMILYBUILDING

3- DutchBrosParking

NeighboringProperty

Dollar Tree Parking

Retail, Office,Apt Parking

pag

e 11 of 20

MAP NO.

15-04-32-31

THIS MAP IS TO ASSIST LOCATING PROPERTY.

CASCADE TITLE CO. ASSUMES NO LIABILITY FOR INACCURACIES.

Operating Income AnalysisDollar Tree Complex | FOR SALE



Year 1

$19,000

$38,000

$57,000

$76,000

$95,000

$114,000

$133,000

$152,000

$171,000

$190,000

Legend

GROSS OPERATING INCOME NET OPERATING INCOME NET CASH FLOW (b/t)

page 13 of 20

July 28, 2014

DOLLAR TREE, INC. TO ACQUIRE FAMILY DOLLAR STORES, INC. TO CREATE NORTH AMERICA'S LEADING DISCOUNT RETAILER

● Will Operate More Than 13,000 Stores Across 48 States and Five Canadian Provinces, with Annual Sales Exceeding $18 Billion

● Will Continue to Operate and Grow Both the Dollar Tree and Family Dollar Brands, Offering Fixed- and Multi-Price Point Formats to Provide Consumers Greater Value, Convenience and Choice

● Expected to Achieve an Estimated $300 Million in Annual Run Rate Synergies by the End of the Third Year Post-Closing

● Estimated to be Accretive to Cash EPS within the First Year Post-Closing ● Strong Combined Financial Profile with Robust Free Cash Flow Generation

CHESAPEAKE, VA and MATTHEWS, NC - July 28, 2014 - Dollar Tree, Inc. (DLTR), the nation's leading operator of discount variety stores selling everything for $1 or less, and Family Dollar Stores, Inc. (FDO), a leading national discount retailer offering name brands and quality, private brand merchandise, today announced that they have entered into a definitive merger agreement under which Dollar Tree will acquire Family Dollar in a cash and stock transaction. The value of the consideration is $74.50 per share, a 22.8% premium over Family Dollar's closing price as of July 25, 2014.

The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close by early 2015, at which time the Family Dollar shareholders will receive $59.60 in cash and $14.90 equivalent in Dollar Tree shares, subject to the collar described below. At closing, Family Dollar shareholders will own no less than 12.7% and no more than 15.1% of the outstanding common stock of Dollar Tree. Howard R. Levine and Trian Fund Management, L.P. and funds managed by it, which collectively own approximately 16% of the outstanding stock of Family Dollar, have entered into voting agreements in support of the merger.

"This is a transformational opportunity," stated Bob Sasser, Dollar Tree's Chief Executive Officer. "With the acquisition of Family Dollar Stores, Dollar Tree will become a leading discount retailer in North America, with over 13,000 stores in 48 states and five Canadian Provinces, sales of over $18 billion, and more than 145,000 associates on our team. We will continue to operate under the Dollar Tree, Deals, and Dollar Tree Canada brands, and when this transaction is complete, we will operate under the Family Dollar brand as well. Throughout our history, we have strived continuously to evolve and improve our business. This acquisition, which enhances our footprint and diversifies our company, will enable us to build on that progression, and importantly, positions Dollar Tree for accelerated growth. By offering both fixed-price and multi-price point formats and an even broader, more compelling merchandise assortment, we will be able to provide even greater value and choice to a wider array of customers.

Dollar Tree has a long record of consistent, profitable growth, strong financial performance, prudent capital management, and outstanding total shareholder returns. The acquisition of Family Dollar is consistent with our vision to be the leader in value retailing."

Sasser added, "This acquisition will extend our reach to lower-income customers and strengthen and diversify our store footprint. We plan to leverage best practices across both organizations to deliver significant synergies, while we accelerate and augment Family Dollar's recently introduced strategic initiatives. Combined, our growth potential is enhanced with improved opportunities to increase the productivity of the stores and to open more stores across multiple banners."

"I have long admired the Family Dollar brand and its key position in the minds of the consumer," said Sasser. "We are excited about the prospects for the combined company and the many opportunities that it will create for our associates, vendors, business partners, and shareholders. Howard Levine, CEO of Family Dollar, will remain with the company and report directly to me. Upon closing, Howard will become a member of the Dollar Tree Board of Directors. We are excited to welcome the Family Dollar team to Dollar Tree, and we look forward to working together to deliver increased value to the consumer and to our shareholders."

Howard R. Levine, Chairman and CEO of Family Dollar, commented: "For more than 54 years, Family Dollar has provided value and convenience to customers. Dollar Tree also has a rich history of providing great value to customers, and together, as one company, we can provide more customers with even greater value and convenience. Today's announcement represents the successful culmination of a comprehensive strategic review process that our Board of Directors, working with its financial and legal advisors, began this past winter. While this assessment of alternatives included consideration of a number of

potential partners, we are pleased to conclude this process with the announcement of this compelling transaction with Dollar Tree, which our Board has unanimously determined to be in the best interests of our shareholders. This combination will enable Family Dollar to accelerate efforts to improve the business and will benefit our dedicated Team Members who will now be part of a larger, more diverse organization. I am excited about our future with Dollar Tree, and I look forward to working with the Dollar Tree team to complete the combination as quickly as possible to realize the compelling benefits for all our stakeholders."

Compelling Strategic Rationale

● Creates a leading discount retailer in North America. The transaction will create a leading discount retailer in North America based on number of store locations, operating more than 13,000 stores in 48 states and five Canadian provinces, with sales exceeding $18 billion and over 145,000 associates.

● Complementary business model across fixed- and multi-price point. Dollar Tree is the nation's leading operator of fixed-price point stores, selling everything for $1 or less, and Family Dollar is a leading national operator of multi-price point stores providing value-conscious consumers with a selection of competitively priced merchandise in convenient neighborhood stores. Dollar Tree intends to retain and to grow each of its brands and the Family Dollar brand going forward and will optimize the combined real estate portfolio.

● Targets broader range of customers and geographies. Dollar Tree targets customers within a broad range of Middle America with stores located primarily in suburban areas and Family Dollar targets low- and lower-middle income households through its urban and rural locations. The transaction will enable Dollar Tree to serve a broader range of customers and deliver even greater value to them.

● Leverages complementary merchandise expertise. Dollar Tree's assortment consists of a balance between consumable merchandise and variety/seasonal merchandise. Family Dollar's assortment consists primarily of consumable merchandise and home products. The complementary assortments will enable the Dollar Tree and Family Dollar brands to expand category offerings and to deliver a broader, more compelling assortment to all customers.

● Generates significant synergy opportunities. Dollar Tree expects to generate significant efficiencies in sourcing and procurement, SG&A leverage, distribution and logistics efficiency, and through format optimization. Dollar Tree anticipates that the transaction will result in an estimated $300 million of annual run-rate synergies to be fully realized by the end of the third year post-closing.

● Enhanced financial performance and improved growth prospects. The transaction is estimated to be accretive to cash EPS within the first year post-closing, excluding one-time costs to achieve synergies. Dollar Tree will be better positioned to invest in existing and new markets and channels and to grow its store base across multiple brands. The combined company expects to generate significant free cash flow, enabling it to pay down debt rapidly.

Transaction Details

Under the terms of the transaction, Family Dollar shareholders will receive $74.50 for each share they own, comprised of $59.60 in cash and $14.90 in Dollar Tree stock. The stock portion will be subject to a collar such that Family Dollar shareholders will receive 0.2484 Dollar Tree shares if the average Dollar Tree trading price during a specified period preceding closing is equal to or greater than $59.98 and 0.3036 Dollar Tree shares if this average trading price is less than or equal to $49.08. If the average trading price of Dollar Tree stock during this period is between $49.08 and $59.98, Family Dollar shareholders will receive a number of shares between 0.2484 and 0.3036 equal to $14.90 in value. The transaction values Family Dollar at an enterprise value of approximately $9.2 billion, and it represents an enterprise value to last twelve months May 31, 2014 EBITDA multiple of 11.3x.

Dollar Tree intends to finance the acquisition through a combination of existing cash on hand, bank debt and bonds. Following the transaction, Dollar Tree expects to continue to have a solid balance sheet supported by strong free cash flow of the combined business. In connection with the transaction, Dollar Tree has received a financing commitment from JPMorgan Chase Bank, N.A. with the bank debt syndication and bond offering expected to occur prior to closing.

The transaction is subject to Family Dollar stockholder approval, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

J.P. Morgan Securities LLC acted as exclusive financial advisor to the board of directors of Dollar Tree, and J.P. Morgan Chase Bank, N.A. committed to provide bridge financing for the transaction. Wachtell, Lipton, Rosen & Katz and Williams Mullen acted as legal counsel to Dollar Tree in connection with the transaction. Morgan Stanley & Co. LLC acted as exclusive financial advisor to the board of directors of Family Dollar in connection with the transaction. Cleary Gottlieb Steen & Hamilton LLP acted as legal counsel to Family Dollar in connection with the transaction.

Conference Call

A conference call is scheduled today at 8:30 a.m. ET (5:30 a.m. PT). The telephone number for the call is 866-454-4210. A recorded version of the call will be available until midnight, Wednesday, August 27, 2014, and may be accessed by dialing 888-203-1112. The passcode is 7066122. A webcast of the call is accessible through Dollar Tree's website,

www.dollartreeinfo.com/investors/news/events and will remain online until Wednesday, August 27. A slide presentation may be accessed at www.dollartreeinfo.com/investors/news/events and will be available to be downloaded from the website shortly prior to the conference call.

About Dollar Tree, Inc.

Dollar Tree, Inc., a Fortune 500 Company, operated 5,080 stores in 48 states and five Canadian Provinces as of May 3, 2014, with total retail selling square footage of 44.0 million. To learn more about the Company, visit www.DollarTree.com.

About Family Dollar Stores, Inc.

Family Dollar Stores, Inc., a Fortune 500 Company, offers a mix of name brands and quality, private brand merchandise appeals to shoppers in more than 8,200 stores in rural and urban settings across 46 states. For more information, please visit www.FamilyDollar.com.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed merger between Dollar Tree and Family Dollar, Dollar Tree will file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 that will include a proxy statement of Family Dollar that also constitutes a prospectus of Family Dollar. After the registration statement has been declared effective by the SEC, the definitive proxy statement/prospectus will be delivered to shareholders of Family Dollar. INVESTORS AND SECURITY HOLDERS OF FAMILY DOLLAR ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the registration statement and the definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Dollar Tree and Family Dollar through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Dollar Tree will be available free of charge on Dollar Tree's internet website at www.DollarTree.com under the heading "Investor Relations" and then under the heading "Download Library" or by contacting Dollar Tree's Investor Relations Department at 757-321-5284. Copies of the documents filed with the SEC by Family Dollar will be available free of charge on Family Dollar's internet website at www.FamilyDollar.com under the heading "Investor Relations" and then under the heading "SEC Filings" or by contacting Family Dollar's Investor Relations Department at 704-708-2858.

Participants in the Solicitation

Dollar Tree, Family Dollar, and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of Family Dollar common stock in respect of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in favor of the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about Dollar Tree's and Family Dollar's directors and executive officers in their respective definitive proxy statements filed with the SEC on May 12, 2014 and December 6, 2013, respectively. You can obtain free copies of these documents from Dollar Tree or Family Dollar using the contact information above.

Forward Looking Statements

Certain statements contained herein 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 financing required to fund the transaction is not obtained; the risk that the other conditions to the closing of the merger are not satisfied; 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 shareholders 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, in this and in other documents or statements are qualified by factors, risks and uncertainties, including, but not limited to, those set forth under the headings titled "Cautionary Statement Regarding Forward-Looking Statements" and "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, and other reports filed by Dollar Tree and Family Dollar with the SEC, which are available at the SEC's website http://www.sec.gov.

Please read our "Risk Factors" and other cautionary statements contained in these filings. 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.

Contact: Dollar Tree, Inc.Investors: Dollar Tree, Inc.Randy Guiler, 757-321-5284 [email protected] orMedia: Sard Verbinnen & CoDebbie Miller / Nathaniel Garnick, 212-687-8080 orFamily Dollar Stores, Inc.Investors: Kiley F. Rawlins, 704-708-2858 [email protected] orMedia: Joele Frank, Wilkinson Brimmer KatcherMatthew Sherman / Averell Withers, 212-355-4449

INITIAL AGENCY DISCLOSURE PAMPHLET

Consumers: This pamphlet describes the legal obligations of Oregon real estate licensees to consumers. Real estate brokers and principal real estate brokers are re-quired to provide this information to you when they first contact you. A licensed real estate broker or principal broker need not provide the pamphlet to a party who has, or may be reasonably assumed to have, received a copy of the pamphlet from another broker.

This pamphlet is informational only. Neither the pamphlet nor its delivery to you may be interpreted as evidence of intent to create an agency relationship between you and a broker or a principal broker.

Real Estate Agency Relationships

An "agency" relationship is a voluntary legal relationship in which a licensed real estate broker or principal broker (the "agent") agrees to act on behalf of a buyer or a seller (the "client") in a real estate transaction. Oregon law provides for three types of agency relationships between real estate agents and their clients:

Seller's Agent -- Represents the seller only.

Buyer's Agent -- Represents the buyer only.

Disclosed Limited Agent -- Represents both the buyer and seller, or multiple buyers who want to purchase the same property. This can be done only with the written permission of all clients.

The actual agency relationships between the seller, buyer and their agents in a real estate transaction must be acknowledged at the time an offer to purchase is made. Please read this pamphlet carefully before entering into an agency relationship with a real estate agent.

Definition of “Confidential Information”

Generally, licensees must maintain confidential information about their clients. “Confidential information” is information communicated to a real estate licensee or the licensee’s agent by the buyer or seller of one to four residential units regarding the real property transaction, including but not limited to price, terms, financial qualifi-cations or motivation to buy or sell. “Confidential information” does not mean information that:

(1) The buyer instructs the licensee or the licensee’s agent to disclose about the buyer to the seller, or the seller instructs the licensee or the licensee’s agent to disclose about the seller to the buyer; and (2) The licensee or the licensee’s agent knows or should know failure to disclose would constitute fraudulent representation.

Duties and Responsibilities of a Seller’s Agent

Under a written listing agreement to sell property, an agent represents only the seller unless the seller agrees in writing to allow the agent to also represent the buyer.

An agent who represents only the seller owes the following affirmative duties to the seller, the other parties and the other parties’ agents involved in a real estate trans-action:

(1) To deal honestly and in good faith; (2) To present all written offers, notices and other communications to and from the parties in a timely manner without regard to whether the property is subject to a contract for sale or the buyer is already a party to a contract to purchase; and (3) To disclose material facts known by the agent and not apparent or readily ascertainable to a party.

A seller’s agent owes the seller the following affirmative duties:

(1) To exercise reasonable care and diligence; (2) To account in a timely manner for money and property received from or on behalf of the seller; (3) To be loyal to the seller by not taking action that is adverse or detrimental to the seller’s interest in a transaction; (4) To disclose in a timely manner to the seller any conflict of interest, existing or contemplated; (5) To advise the seller to seek expert advice on matters related to the transaction that are beyond the agent's expertise; (6) To maintain confidential information from or about the seller except under subpoena or court order, even after termination of the agency relationship; and (7) Unless agreed otherwise in writing, to make a continuous, good faith effort to find a buyer for the property, except that a seller's agent is not required to seek additional offers to purchase the property while the property is subject to a contract for sale.

None of these affirmative duties of an agent may be waived, except (7). The affirmative duty listed in (7) can only be waived by written agreement between seller and agent.

Under Oregon law, a seller's agent may show properties owned by another seller to a prospective buyer and may list competing properties for sale without breaching any affirmative duty to the seller.

Unless agreed to in writing, an agent has no duty to investigate matters that are outside the scope of the agent's expertise, including but not limited to investigation of the condition of property, the legal status of the title or the seller’s past conformance with law.

Duties and Responsibilities of a Buyer’s Agent

An agent, other than the seller’s agent, may agree to act as the buyer’s agent only. The buyer’s agent is not representing the seller, even if the buyer’s agent is receiving compensation for services rendered, either in full or in part, from the seller or through the seller’s agent.

An agent who represents only the buyer owes the following affirmative duties to the buyer, the other parties and the other parties’ agents involved in a real estate trans-action:

(1) To deal honestly and in good faith; (2) To present all written offers, notices and other communications to and from the parties in a timely manner without regard to whether the property is subject to a contract for sale or the buyer is already a party to a contract to purchase; and (3) To disclose material facts known by the agent and not apparent or readily ascertainable to a party.

A buyer’s agent owes the buyer the following affirmative duties:

(1) To exercise reasonable care and diligence; (2) To account in a timely manner for money and property received from or on behalf of the buyer; (3) To be loyal to the buyer by not taking action that is adverse or detrimental to the buyer’s interest in a transaction; (4) To disclose in a timely manner to the buyer any conflict of interest, existing or contemplated; (5) To advise the buyer to seek expert advice on matters related to the transaction that are beyond the agent's expertise; (6) To maintain confidential information from or about the buyer except under subpoena or court order, even after termination of the agency relationship; and (7) Unless agreed otherwise in writing, to make a continuous, good faith effort to find property for the buyer, except that a buyer’s agent is not required to seek additional properties for the buyer while the buyer is subject to a contract for purchase.

None of these affirmative duties of an agent may be waived, except (7). The affirmative duty listed in (7) can only be waived by written agreement between buyer and agent.

Under Oregon law, a buyer’s agent may show properties in which the buyer is interested to other prospective buyers without breaching an affirmative duty to the buy-er.

Unless agreed to in writing, an agent has no duty to investigate matters that are outside the scope of the agent's expertise, including but not limited to investigation of the condition of property, the legal status of the title or the seller’s past conformance with law.

Duties and Responsibilities of an Agent Who Represents More than One Client in a Transaction

One agent may represent both the seller and the buyer in the same transaction, or multiple buyers who want to purchase the same property, only under a written “Disclosed Limited Agency Agreement” signed by the seller and buyer(s).

Disclosed Limited Agents have the following duties to their clients:

(1) To the seller, the duties listed above for a seller’s agent; (2) To the buyer, the duties listed above for a buyer’s agent; and (3) To both buyer and seller, except with express written permission of the respective person, the duty not to disclose to the other person: (a) That the seller will accept a price lower or terms less favorable than the listing price or terms; (b) That the buyer will pay a price greater or terms more favorable than the offering price or terms; or (c) Confidential information as defined above.

Unless agreed to in writing, an agent has no duty to investigate matters that are outside the scope of the agent's expertise.

When different agents associated with the same principal broker (a real estate licensee who supervises other agents) establish agency relationships with different parties to the same transaction, only the principal broker will act as a Disclosed Limited Agent for both the buyer and seller. The other agents continue to represent only the party with whom the agents have already established an agency relationship unless all parties agree otherwise in writing. The principal real estate broker and the real estate licensees representing either seller or buyer shall owe the following duties to the seller and buyer:

(1) To disclose a conflict of interest in writing to all parties; (2) To take no action that is adverse or detrimental to either party’s interest in the transaction; and (3) To obey the lawful instructions of both parties.

No matter whom they represent, an agent must disclose information the agent knows or should know that failure to disclose would constitute fraudulent misrepresenta-tion.

You are encouraged to discuss the above information with the licensee delivering this pamphlet to you. If you intend for that licensee, or any other Oregon real estate licensee, to represent you as a Seller's Agent, Buyer's Agent, or Disclosed Limited Agent, you should have a specific discussion with the agent about the nature and scope of the agency relationship. Whether you are a buyer or seller, you cannot make a licensee your agent without the licensee’s knowledge and consent, and an agent cannot make you a client without your knowledge and consent.

CONFIDENTIALITY STATEMENT DOLLAR TREE COMPLEX

520 Ivy St Junction City, OR 97405

The effective date of this Agreement is the earlier of the date the undersigned agreed to the terms and conditions in the document fault or the date received by Agent. In consideration of being provided Confidential Information (as hereafter defined), Prospective Purchaser agrees as follows: This property information has been prepared for prospects’ limited use in the acquisition of a certain properties, specifically, DOLLAR TREE COMPLEX LOCATED AT 520 IVY ST, JUNCTION CITY, OR 97448 (the “Property”). This information is not intended to provide a necessarily accurate summary of the Property or any of the documents related thereto, nor does it purport to be all-inclusive or to contain all of the information which prospective purchasers may need or desire. All financial projections are based upon assumptions relating to the general economy, competition, and other factors beyond the control of the Owner and the Agent, and therefore may be subject to variation. This property information does not constitute an indication that there has been no change in the business or affairs of the Property since the date of its preparation. Neither the Owner nor the Agent nor any of their respective officers, agents or principals has made or will make any representations or warranties, expressed or implied, as to the accuracy or completeness of this information or any of the Contents (defined below), and no legal commitment or obligation shall arise by reason of the information or the Contents. Analysis and verification of the information contained in the shared information is solely the responsibility of the prospective purchaser. The Owner expressly reserves the right, at its sole discretion, to reject any or all expressions of interest or offers to purchase the Property and/or terminate discussions with any entity at anytime with or without notice. The Owner shall have no legal commitment or obligations to any entity reviewing the Offering Memorandum or making an offer to purchase the Property unless and until such offer for the Property is accepted bye the Owner, a formal purchase and sale agreement is signed, and any conditions to the Owner obligations there under have been satisfied or waived. This information and the Contents, except such information which is a matter of public record or is provided in sources available to the public (such contents as so limited herein are called the “Contents”), are of a confidential nature and are not to be made available to persons not receiving copies directly from Agent. By accepting any of the information, you agree that you will hold and treat it with the strictest confidence, that you will not photocopy or duplicate it, that you will not disclose the information or any of the Contents to any other entity (except for outside advisors retained by you if necessary, in your opinion, for your determination of whether or not to make a proposal) without prior written authorization of the Owner or Agent, and that you will not use the information or any of the Contents in any fashion or manner detrimental to the interests of the Owner or Agent. This information is subject to modification and/or withdrawal by the Owner at any time without prior written notice. The term of this Agreement shall be two (2) year from the effective date hereof; provided, that if Owner delivers a written notice to Prospective Purchaser of any claim or cause of action arising hereunder during such two (2) year period, then such claim or cause of action shall survive said two (2) year period. Registered Potential Purchaser Agreed and accepted by: By:______________________________________________________ Date:_____________________________________ (Signature) Name:___________________________________________________ (Print Name) Company Name:____________________________________________________________________________________________________ Title:____________________________________________________ Telephone:_________________________________ Street Address:____________________________________________ Fax:_______________________________________ City, State, Zip Code:_______________________________________ Email:______________________________________

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