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):
June 25, 2020
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 June 25, 2020, the Company announced the commencement of an exchange offer (the “Exchange Offer”) to Eligible Holders (as defined below) for up to $750 million aggregate principal amount of the Company’s 6.125% Senior Notes due 2023 (the “Old Notes”) for newly issued 8.000% Senior Secured Notes due 2026 (the “New Notes”) and cash, upon the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated June 25, 2020 (the “offering memorandum and consent solicitation statement”). The Company is concurrently soliciting consents (the “Consent Solicitation”) from all holders of the Old Notes to adopt certain proposed amendments to the indenture governing the Old Notes for a separate cash consent payment. The New Notes and the related guarantees will be secured, subject to permitted liens, by substantially all of the Company’s subsidiaries’ assets (other than equity and customary excluded assets), including (i) a first-priority lien on the Notes priority collateral, and (ii) a second-priority lien on the ABL priority collateral, which, in each case, also secure the Company’s existing credit facilities and the Company’s 7.500% Senior Secured Notes due 2025. The consummation of the Exchange Offer and the Consent Solicitation is subject to certain customary conditions. A copy of the press release announcing the Exchange Offer and the Consent Solicitation, and which describes the Exchange Offer and Consent Solicitation in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.
Neither the press release filed herewith nor this Current Report on Form 8-K constitutes an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Exchange Offer and the issuance of the New Notes have not been and will not be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) or any other securities laws, and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and will be issued only to holders that are (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (ii) persons outside the United States, that are not “U.S. persons” in compliance with Regulation S under the Securities Act and that are not acquiring the New Notes for the account or benefit of a U.S. person. Non-U.S. persons may also be subject to additional eligibility criteria. We refer to the holders of Old Notes who have certified to us that they are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions as “Eligible Holders.” The ability of an Eligible Holder to participate in the Exchange Offer and Consent Solicitation also may be further limited, as set forth under “Notice to Investors” in the offering memorandum and consent solicitation statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release announcing the commencement of the Exchange Offer and Consent Solicitation, dated June 25, 2020. |
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: June 25, 2020 | By: | /s/ Matthew Schroeder |
Name: | Matthew Schroeder | |
Title: | Chief Financial Officer |