RAD Rite Aid Corp

Item 2.01. Completion of Acquisition or Disposition of Assets.

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 purchased a total of 1,932 stores, three distribution centers and related inventory from the Company for an all-cash purchase price of $4.375 billion on a cash-free, debt-free basis (the “Asset Sale”).

As previously disclosed, the Company has been transferring ownership of Company stores, distribution centers and related assets to Buyer in a series of ongoing closings. On May 13, 2020, the Company completed the disposition of the final distribution center to Buyer, thereby completing the Asset Sale. This is in addition to (i) the “significant amount” of the Company’s assets disposed of as of January 18, 2018, as set forth in Item 2.01 of the Company’s Current Report on Form 8-K, filed with U.S. Securities and Exchange Commission (“SEC”) on January 22, 2018, (ii) the “significant amount” of the Company’s assets disposed of as of February 8, 2018, as set forth in Item 2.01 of the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2018, and (iii) the “significant amount” of the Company’s assets disposed of as of March 2, 2018, as set forth in Item 2.01 of the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2018.

The Company used the net cash proceeds it received from Buyer in connection with the Asset Sale to reduce its outstanding indebtedness and for other permitted purposes under its outstanding debt agreements. The Company does not have any material relationship with WBA or its subsidiaries, including Buyer, out of the ordinary course of business other than in respect of the transactions contemplated by the Asset Purchase Agreement, including a transition services agreement.

The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2017, and which is incorporated herein by reference.