Rite Aid Announces Extension of Early Tender Deadline and Amendments to Its Previously Announced Cash Tender Offer and Consent Solicitation for Its 7.500% Senior Secured Notes Due 2025 - Seite 2

U76659AX6

767754CK8

$

485,058,000

$

177,856,000

$

200,000,000

$

50.00

$

700.00

$

750.00

(1)

Per $1,000 principal amount of Notes tendered and accepted for purchase.

(2)

Included in the Total Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline.

(3)

Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, that will be paid on the Notes accepted for purchase.

The consummation of the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including the Company entering into certain amendments to the Company’s existing credit agreement providing for, among other things, an increase in the available borrowing commitments thereunder, the net proceeds of which, together with cash on hand and/or other sources of liquidity, are sufficient to fund the purchase of the Notes validly tendered on or prior to the Early Tender Deadline and accepted for purchase (such condition, the “Financing Condition” and all such conditions, the “Tender Offer Conditions”). The Company continues to pursue such amendments but has sufficient liquidity to fund the Tender Offer so it has elected to waive the Financing Condition. The consummation of the Tender Offer will continue to be subject to, and conditioned upon, the satisfaction or waiver of the other Tender Offer Conditions described in the Offer to Purchase and Consent Solicitation Statement. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. We reserve the right, but are under no obligation, to waive any and all of the remaining conditions of the Tender Offer at any time, in each case without extending the Early Tender Deadline, the Withdrawal Deadline or the Expiration Time or otherwise reinstating withdrawal rights of holders, subject to applicable law. The Tender Offer could adversely impact the Company’s credit ratings but is expected to result in improved leverage and reduced interest expense while maintaining strong liquidity and improving our debt maturity profile.