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.
Series of Notes
CUSIP Number/ISIN
Aggregate
Principal
Amount
Outstanding
(in millions)
Dollars per $1,000 Principal
Amount of Notes(1)
Tender Offer
Consideration
Early Tender
Premium
Total
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 2,464 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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version on businesswire.com: https://www.businesswire.com/news/home/20191029005602/en/
INVESTORS: Byron Purcell (717) 975-5809
MEDIA: Christopher Savarese (717) 975-5718
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