Rite Aid Corp Sample Contracts

Rite Aid Corp – Press Release (February 21st, 2019)

CAMP HILL, Pa. and TWINSBURG, Ohio (Feb. 21, 2019) – Rite Aid announced today that Ben Bulkley, an established executive with more than 20 years’ experience in health care and technology, has been named chief executive officer of EnvisionRxOptions, a pharmacy benefit management (PBM) company and wholly owned subsidiary of Rite Aid. Bulkley will report to Rite Aid CEO John Standley.

Rite Aid Corp – Press Release For Further Information Contact: INVESTORS: MEDIA: Byron Purcell Susan Henderson (January 4th, 2019)

CAMP HILL, PA (Jan. 4, 2019) — Rite Aid Corporation (NYSE: RAD) announced today that the New York Stock Exchange (NYSE) has notified the company that it is no longer in compliance with NYSE continued listing standard rules because the per share trading price of its common stock has fallen below the NYSE’s share price rule. The NYSE requires the average closing price of a listed company’s common stock to be at least $1.00 per share over a consecutive 30 trading-day period.

Rite Aid Corp – AMENDED AND RESTATED (December 28th, 2018)
Rite Aid Corp – CREDIT AGREEMENT dated as of December 20, 2018, among (December 20th, 2018)

This CREDIT AGREEMENT, dated as of December 20, 2018, is among RITE AID CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (each a “Lender”, and collectively, the “Lenders”), and BANK OF AMERICA, N.A. as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Senior Loan Secured Parties (as hereinafter defined), with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP GLOBAL MARKETS INC., BMO HARRIS BANK N.A., CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, ING CAPITAL LLC, MUFG UNION BANK, N.A., PNC CAPITAL MARKETS LLC and SUNTRUST ROBINSON HUMPHREY, INC., as joint lead arrangers and joint bookrunners hereunder (in such capacities, the “Arrangers”), WELLS FARGO BANK, NATIONAL ASSOCIATION and CITICORP NORTH AMERICA, INC., as co-syndication

Rite Aid Corp – Press Release For Further Information Contact: (December 19th, 2018)

CAMP HILL, Pa. and SAN FRANCISO (Dec. 19, 2018) — Rite Aid Corporation (NYSE:RAD) and McKesson Corporation (NYSE:MCK) announced an agreement to key terms that will continue the companies’ pharmaceutical sourcing and distribution partnership for an additional 10 years. Under these terms, McKesson will continue providing Rite Aid with sourcing and direct-to-store delivery for brand and generic pharmaceutical products through March 2029.

Rite Aid Corp – December 19, 2018 3rd Quarter Fiscal 2019 SUPPLEMENTAL INFORMATION Cautionary Statement Regarding Forward Looking Statements Statements in this presentation 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 outlook and guidance for fiscal 2019; the expected timing and the ability to complete the subsequent closings of the sale of the remaining Rite Aid distribution centers and related assets to Walgreens Boot (December 19th, 2018)
Rite Aid Corp – Press Release (December 19th, 2018)

·    Third Quarter Net Loss from Continuing Operations of $17.3 Million or $0.02 Per Share, Compared to the Prior Year Third Quarter Net Loss of $18.2 Million or $0.02 Per Share

Rite Aid Corp – Press Release For Further Information Contact: (September 27th, 2018)

·            Second Quarter Net Loss from Continuing Operations of $352.3 Million or $0.33 Per Share, Compared to the Prior Year Second Quarter Net Income of $188.4 Million or $0.18 Per Share

Rite Aid Corp – September 27, 2018 2nd Quarter Fiscal 2019 SUPPLEMENTAL INFORMATION Cautionary Statement Regarding Forward Looking Statements Statements in this presentation 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 outlook for fiscal 2019; the expected timing and the ability to complete the subsequent closings of the sale of the remaining Rite Aid distribution centers and related assets to Walgreens Boots Alliance, (September 27th, 2018)
Rite Aid Corp – SUPPLEMENTAL INDENTURE (August 23rd, 2018)

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 23, 2018, among RCMH, LLC, a Texas limited liability company, and Rediclinic of PA, LLC, a Delaware limited liability company (collectively, the  “New Subsidiary Guarantors” and each a “New Subsidiary Guarantor”), each a subsidiary of Rite Aid Corporation (or its successor), a Delaware corporation (the “Company”), the Company on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the indenture referred to below, and The Bank of New York Mellon Trust Company, N. A., a banking association organized under the laws of the United States of America, as trustee under the indenture referred to below (the “Trustee”).

Rite Aid Corp – TERMINATION AGREEMENT (August 9th, 2018)

This Termination Agreement (this “Agreement”), dated as of August 8, 2018, is by and among Rite Aid Corporation, a Delaware corporation (the “Company”), Albertsons Companies, Inc., a Delaware corporation (“Parent”), Ranch Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”), and Ranch Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Merger Sub II (“Merger Sub,” together with Merger Sub II, the “Merger Subs” and, together with the Company, Parent and Merger Sub II, the “Parties” and each, a “Party”).  Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of February 18, 2018, by and among the Parties (the “Merger Agreement”).

Rite Aid Corp – Press Release For Further Information Contact: (August 9th, 2018)

CAMP HILL, Pa. — (August 8, 2018) — Rite Aid Corporation (NYSE: RAD) today announced that it has mutually agreed with Albertsons Companies Inc. (“Albertsons”) to terminate their previously announced merger agreement.

Rite Aid Corp – PRESS RELEASE FOR IMMEDIATE RELEASE (August 7th, 2018)

CAMP HILL, Pa. and BOISE, Idaho (August 6, 2018) — Rite Aid Corporation (NYSE: RAD) (“Rite Aid”) and Albertsons Companies, Inc. (“Albertsons”) today announced that, in connection with the pending merger between Albertsons and Rite Aid, the election deadline for holders of shares of Rite Aid common stock, former service providers that are holders of Rite Aid restricted stock units and holders of Rite Aid restricted share awards, as applicable, to elect the form of consideration they wish to receive in connection with the merger, pursuant to the terms and subject to the conditions of the Merger Agreement, is 5:00 p.m. Eastern Time on August 13, 2018.

Rite Aid Corp – Press Release For Further Information Contact: (August 6th, 2018)

CAMP HILL, Pa. (August 6, 2018) — Rite Aid Corporation (NYSE: RAD) today announced that it is updating its fiscal 2019 outlook, which the company initially provided on April 12, 2018 and included expectations for sales, same store sales, Adjusted EBITDA, net loss, Adjusted net income per share, and capital expenditures.  As previously disclosed, Rite Aid’s outlook is based on a number of factors, including, but not limited to, the benefits from an anticipated reimbursement rate environment that is more stable than the prior year, fees under the Transition Services Agreement (the “TSA”) with Walgreens Boots Alliance, Inc. (“WBA”), generic drug purchasing efficiencies, and other initiatives to grow sales and drive operational efficiencies.  Rite Aid’s fiscal 2019 outlook does not reflect the impact of the proposed merger with Albertsons Companies, Inc. (“Albertsons”).

Rite Aid Corp – Press Release (June 27th, 2018)

·First Quarter Net Loss from Continuing Operations of $41.7 Million or $0.04 Per Share, Compared to the Prior Year First Quarter Net Loss of $36.0 Million or $0.03 Per Share

Rite Aid Corp – Press Release (June 21st, 2018)

CAMP HILL, Pa. (June 21, 2018) — Rite Aid Corporation (NYSE: RAD) (“Rite Aid”), announced today that it has established a meeting date of August 9, 2018, for a special meeting of stockholders of record as of June 22, 2018 to, among other things, consider and vote on a proposal to approve the previously announced Agreement and Plan of Merger, dated as of February 18, 2018 (the “Merger Agreement”), with Albertsons Companies, Inc. The special meeting of stockholders will take place at 8:30 a.m. Eastern Time at the office of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, NY 10036.

Rite Aid Corp – Important Notice Regarding Forward - Looking Statements : This communication contains certain “forward - looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 , both as amended by the Private Securities Litigation Reform Act of 1995 . Statements that are not historical facts, including statements about the pending merger between Rite Aid Corporation (“Rite Aid”) and Albertsons Companies, Inc . (“Albertsons”) and the transactions contemplated thereby, and the parties perspectives and expectations, are forward looking statements . Such state (June 5th, 2018)
Rite Aid Corp – Press Release (May 25th, 2018)

CAMP HILL, Pa. (May 25, 2018) - Rite Aid Corporation (NYSE: RAD) today announced that it has issued a notice of redemption (the “Redemption”) for all $805,169,000 aggregate principal amount of its outstanding 6.75% Senior Notes Due 2021 (CUSIP No. 767754CG7) (the “Notes”) on June 25, 2018 (the “Redemption Date”). The redemption price for the Notes is equal to 101.688% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the Redemption Date.

Rite Aid Corp – Press Release For Further Information Contact: (May 22nd, 2018)

This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures, nor does it 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.

Rite Aid Corp – The Leader in Food, Health and Wellness Analyst Day Presentation May 15, 2018 FORWARD LOOKING STATEMENTS 2 Important Notice Regarding Forward - Looking Statements This communication contains certain “forward - looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 , both as amended by the Private Securities Litigation Reform Act of 1995 . Statements that are not historical facts, including statements about the pending merger between Rite Aid Corporation (“Rite Aid”) and Albertsons Companies, Inc . (“Albertsons”) and the transactions contemp (May 15th, 2018)
Rite Aid Corp – PRESS RELEASE FOR IMMEDIATE RELEASE (May 14th, 2018)

BOISE, Idaho and CAMP HILL, Pa. — May 14, 2018 — Albertsons Companies, Inc. one of the nation’s largest grocery retailers, and Rite Aid Corporation (NYSE:RAD), one of the nation’s leading drugstore chains, announced today that they will host a joint analyst event on May 15, 2018. The management teams of both companies will discuss the strategic and financial benefits of the proposed merger transaction between Albertsons Cos. and Rite Aid.

Rite Aid Corp – Press Release For Further Information Contact: (April 19th, 2018)

This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures, nor does it 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.

Rite Aid Corp – Press Release (April 12th, 2018)

·Fourth Quarter Net Loss from Continuing Operations of $483.7 Million or $0.46 Per Diluted Share, Compared to the Prior Year Fourth Quarter Net Loss of $25.1 Million or $0.02 Per Diluted Share

Rite Aid Corp – Explanatory Note (April 5th, 2018)

As previously disclosed, on September 18, 2017, Rite Aid Corporation, a Delaware corporation (the “Company”) entered into the Amended and Restated Asset Purchase Agreement (the “Asset Purchase Agreement”) with Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”), and Walgreen Co., an Illinois corporation and a wholly owned subsidiary of WBA (“Buyer”). Under the Asset Purchase Agreement, Buyer has purchased or will purchase a total of 1,932 stores, three distribution centers and related inventory from the Company (the “Assets to Be Sold” or the “Disposal Group”) for an all-cash purchase price of $4.375 billion on a cash-free, debt-free basis (the “Sale”). As of March 27, 2018, all 1,932 stores and related inventory have been transferred to Buyer. The transfer of the three distribution centers and related inventory is expected to begin after September 1, 2018. The majority of closing conditions to the Sale have been satisfied, and the subsequent transfer of the Company’s distri

Rite Aid Corp – Press Release For Further Information Contact: (March 30th, 2018)

This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures, nor does it 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.

Rite Aid Corp – Press Release For Further Information Contact: (March 29th, 2018)

CAMP HILL, Pa. — (March 29, 2018) — Rite Aid Corporation (“Rite Aid”) (NYSE: RAD) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with its previously announced merger with Albertsons Companies, Inc., expired at 11:59 p.m. ET on March 28, 2018.

Rite Aid Corp – Press Release For Further Information Contact: (March 28th, 2018)

CAMP HILL, Pa. — (March 28, 2018) — Rite Aid Corporation  (“Rite Aid”) (NYSE: RAD) today provided an update on the progress of its plans to sell assets to Walgreens Boots Alliance, Inc. (Nasdaq: WBA) pursuant to the previously disclosed Amended and Restated Asset Purchase Agreement, dated as of September 18, 2017 (the “Asset Purchase Agreement”). As of March 27, 2018, Rite Aid has completed the store transfer process, and all 1,932 stores and related assets have been transferred to WBA in exchange for cash proceeds of $4.157 billion. The transfer of the three distribution centers and related inventory is expected to begin after September 1, 2018.

Rite Aid Corp – FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN (March 28th, 2018)

This First Amendment to Tax Benefits Preservation Plan (this “Amendment”), dated as of March 27, 2018 (the “Effective Date”), is by and between Rite Aid Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, a company having its principal offices in Philadelphia, Pennsylvania (the “Rights Agent”).

Rite Aid Corp – FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN (March 28th, 2018)

This First Amendment to Tax Benefits Preservation Plan (this “Amendment”), dated as of March 27, 2018 (the “Effective Date”), is by and between Rite Aid Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, a company having its principal offices in Philadelphia, Pennsylvania (the “Rights Agent”).

Rite Aid Corp – CERTIFICATE OF ELIMINATION OF SERIES J JUNIOR PARTICIPATING PREFERRED STOCK OF RITE AID CORPORATION March 27, 2018 (March 28th, 2018)

Rite Aid Corporation, a Delaware corporation (the “Corporation”), does hereby certify that, at a duly convened meeting of the board of directors of the Corporation (the “Board of Directors”) on March 25, 2018, the Board of Directors duly adopted the following resolution:

Rite Aid Corp – FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN (March 28th, 2018)

This First Amendment to Tax Benefits Preservation Plan (this “Amendment”), dated as of March 27, 2018 (the “Effective Date”), is by and between Rite Aid Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, a company having its principal offices in Philadelphia, Pennsylvania (the “Rights Agent”).

Rite Aid Corp – Press Release For Further Information Contact: (March 13th, 2018)

CAMP HILL, Pa. (Mar. 13, 2018) - Rite Aid Corporation (NYSE: RAD) today announced that it has issued a notice of redemption (the “Redemption”) for all of its 9.25% Senior Notes Due 2020 (CUSIP No. 767754CD4) (the “Notes”) that are outstanding on April 12, 2018 (the “Redemption Date”). The redemption price for the Notes is equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the Redemption Date. The notice of redemption does not impact Rite Aid’s previously announced offer (the “Asset Sale Offer”) to purchase the Notes and certain other of its outstanding debt securities with a portion of the net cash proceeds received from the previously announced sale to Walgreens Boots Alliance, Inc. of 1,932 stores, three distribution centers and related inventory for an all-cash purchase price on a cash-free, debt-free basis. The redemption price is the same as the purchase price under the Asset Sale Offer, plus in each case, a

Rite Aid Corp – Press Release (March 5th, 2018)

CAMP HILL, Pa. (Mar. 5, 2018) - Rite Aid Corporation (NYSE: RAD) today provided an update on the progress of its plans to sell stores to Walgreens Boots Alliance, Inc. (Nasdaq: WBA) pursuant to the previously disclosed Amended and Restated Asset Purchase Agreement, dated as of September 18, 2017 (the “Asset Purchase Agreement”). As of March 2, 2018, Rite Aid has transferred 1,651 stores and related assets to WBA, and has received cash proceeds of $3.6 billion, which the Company continues to use to reduce debt. Under the Asset Purchase Agreement, WBA will purchase a total of 1,932 stores, three distribution centers and related inventory from Rite Aid for an all-cash purchase price of $4.4 billion on a cash-free, debt-free basis. Rite Aid expects to complete the store transfer process in the spring of 2018.

Rite Aid Corp – Press Release For Further Information Contact: (February 27th, 2018)

This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures, nor does it 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.

Rite Aid Corp – February 20, 2018 Dear Rite Aid Team, (February 20th, 2018)

This morning, we announced that Rite Aid and Albertsons Companies, one of the nation’s largest grocery retailers, have entered into a merger agreement to combine our complementary businesses and create a truly unique enterprise that operates approximately 4,900 locations, including 4,300 pharmacies and 300 clinics.