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): October 29, 2019

Rite Aid Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-5742	23-1614034
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

30 Hunter Lane, Camp Hill, Pennsylvania 17011

(Address of principal executive offices, including zip code)

(717) 761-2633

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	RAD	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ¨

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.      ¨

Item 8.01. Other Events.

On October 29, 2019, Rite Aid Corporation (the “Company”) announced that it has increased the offer price and extended the early tender premium for its previously announced cash tender offers (the “Tender Offers”) to purchase up to $100 million aggregate principal amount of the Company’s 7.70% Senior Notes due 2027 (CUSIP No. 767754AJ3) and the Company’s 6.875% Senior Notes due 2028 (CUSIP Nos. 767754AR5 and U76659AF5). A copy of the press release announcing the amended terms, and which describes the amended terms in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release announcing the amendment of the Tender Offers, dated October 29, 2019.

104 Cover Page Interactive Data File (formatted as inline XBRL).

2

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 hereto duly authorized.

Date: October 29, 2019	By:	/s/ James J. Comitale
	Name:	James J. Comitale
	Title:	Executive Vice President, General Counsel

EX-99.1

Exhibit 99.1

 

Press Release

For Further Information Contact:

INVESTORS:	MEDIA:
Byron Purcell	Christopher Savarese
(717) 975-5809	(717) 975-5718

Rite Aid Announces Increase in Tender Offer Price and Extension

CAMP HILL, Pa. (Oct. 29, 2019) – Rite Aid Corporation (NYSE: RAD) (“Rite Aid” or the “Company”) today announced that it has increased the offer price and extended the early tender premium for its previously announced cash tender offers (the “Tender Offers”) to purchase up to $100 million aggregate principal amount of its outstanding 7.70% Senior Notes due 2027 (“2027 Notes”) and 6.875% Senior Notes due 2028 (the “2028 Notes” and together with the 2027 Notes, the “Notes”).

Under the new terms of the Tender Offers, (i) the Total Consideration for each series of Notes has been increased to $667.50 in cash per $1,000 principal amount of Notes, as set forth in the table below, and (ii) the payment of the Early Tender Premium has been extended to 11:59 p.m., New York City time, on November 12, 2019. Accordingly, the Early Tender Time and the Expiration Time for the Tender Offers will now be the same.

					Dollars per $1,000 Principal Amount of Notes(1)
			Aggregate
			Principal
			Amount
Series of	CUSIP		Outstanding		Tender Offer		Early Tender		Total
Notes	Number/ISIN		(in millions)		Consideration		Premium		Consideration (2)
7.70% Senior Notes due 2027		767754AJ3 / US767754AJ35	$	270.461	$	617.50	$	50	$	667.50
6.875% Senior Notes due 2028		767754AR5 / US767754AR50 / U76659AF5 / USU76659AF59	$	68.442	$	617.50	$	50	$	667.50

(1)Excludes accrued and unpaid interest on the Notes.

(2)Includes the Early Tender Premium.

The Company also announced that the Tender Offer Consideration and Total Consideration set forth in the table above will not be further amended.

All other terms and conditions to the Tender Offers remain unchanged. Accordingly, the Withdrawal Deadline, which was 5:00 p.m., New York City time, on October 28, 2019, has passed and will not be extended. All Notes previously tendered will be eligible to receive the increased Total Consideration of $667.50 in cash per $1,000 principal amount of Notes.

With respect to any valid tender in respect of a series of Notes accepted by the Company, the Company will also pay the relevant soliciting retail broker a fee of $2.50 per $1,000 principal amount of such series of Notes, provided that such fee will only be paid with respect to the first $200,000 aggregate principal amount of each series of Notes tendered by any individual holder. The payment of such soliciting broker fee with respect to a series of Notes is subject to satisfaction of the conditions set forth in the Offer to Purchase.

The complete terms and conditions of the Tender Offers are set forth in Rite Aid’s Offer to Purchase dated October 15, 2019 (the “Offer to Purchase”), as amended by a Supplement to the Offer to Purchase dated October 29, 2019.

The Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain customary conditions described in the Offer to Purchase. However, the consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered.

The dealer manager for the Tender Offers is BofA Securities (the “Dealer Manager”). Any questions regarding the terms of the Tender Offers should be directed to the Dealer Manager at (toll-free) 888-292-0070 or (collect) 980-388-3646.

Global Bondholder Services Corporation is the Information and Depositary for the Tender Offers. Any questions regarding procedures for tendering Notes or request for copies of the Offer to Purchase should be directed to Global Bondholder Services Corporation by any of the following means: by telephone at (866) 470-3900 (toll-free) or (212) 430-3774 (collect); by email at contact@gbsc-usa.com; or by internet at the following web address:
https://www.gbsc-usa.com/riteaid/.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase.

Rite Aid Corporation, which generated fiscal 2019 annual revenue of $21.6 billion, is one of the nation's leading drugstore chains with 2,466 stores in 18 states and pharmacy benefit management (PBM) capabilities through EnvisionRxOptions and its affiliates. At Rite Aid, we have a personal interest in our customers’ health and wellness and deliver the products and services they need to lead healthier lives.

Statements in this release that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Rite Aid's competitive position and ability to realize its growth initiatives and operating efficiencies; and any assumptions underlying any of the foregoing. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," and "will" and variations of such words and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to, our ability to complete the transaction described herein as well as any future transactions, and any resulting charges or impact on our financial results; our high level of indebtedness and our ability to make interest and principal payments on our debt and satisfy the other covenants contained in our debt agreements; general economic, industry, market, competitive, regulatory and political conditions; our ability to improve the operating performance of our stores in accordance with our long term strategy; the impact of private and public third-party payers continued reduction in prescription drug reimbursements rates and their efforts to limit access to payor networks, including through mail order; our ability to manage expenses and our investments in working capital; outcomes of legal and regulatory matters; changes in legislation or regulations, including healthcare reform; our ability to achieve the benefits of our efforts to reduce the costs of our generic and other drugs; the inability to complete the sale of the remaining Rite Aid distribution centers and related assets to Walgreens Boots Alliance, Inc. due to failure to satisfy the minimal remaining conditions applicable only to the distribution centers being transferred at such distribution center closing; our ability to successfully execute and achieve benefits from our recent change in senior leadership; the potential for operational disruptions due to, among other things, concerns of management, employees, current and potential customers, other third parties with whom we do business and shareholders; the success of any changes to our business strategy that may be implemented under our new chief executive officer and other management; our ability to achieve cost savings through the organizational restructurings within the anticipated timeframe, if at all; possible changes in the size and components of the expected costs and charges associated with the organizational restructuring plan; and the outlook for and future growth of the Company.

These and other risks, assumptions and uncertainties are more fully described in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K and in other documents that we file or furnish with the Securities and Exchange Commission, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Rite Aid expressly disclaims any current intention to update publicly any forward-looking statement after the distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

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XML

Cover	Oct. 29, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2019
Entity File Number	1-5742
Entity Registrant Name	Rite Aid Corporation
Entity Central Index Key	0000084129
Entity Tax Identification Number	23-1614034
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	30 Hunter Lane
Entity Address, City or Town	Camp Hill
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17011
City Area Code	717
Local Phone Number	761-2633
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	RAD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false