Rite Aid Corporation (NYSE:RAD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On December20, 2018, Rite Aid Corporation (“Rite Aid”) entered into a new senior secured asset-based revolving credit facility in an aggregate principal amount of $2.7 billion (the “New Revolving Facility”) and a new senior secured term loan facility advanced on a “first-in, last-out” basis in an aggregate principal amount of $450 million (the “New Term Loan Facility”, together with the New Revolving Facility, the “New Credit Facilities”), among Rite Aid, as borrower, the lenders from time to time party thereto, Bank of America, N.A. as administrative agent and collateral agent, and 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 Bank, as joint lead arrangers and joint bookrunners. In connection with obtaining the New Credit Facilities, Rite Aid repaid all outstanding amounts, and terminated all commitments under, its Old Facility (as defined below) due in 2020, along with associated fees and expenses, in part from the proceeds from the New Revolving Facility and from a one-time draw at closing under the New Term Loan Facility. The New Credit Facilities mature in December2023, subject to an earlier maturity on December31, 2022 if Rite Aid has not repaid or refinanced its existing 6.125% Senior Notes due 2023 prior to such date.

The New Credit Facilities are secured by a senior lien on substantially all of the assets of Rite Aid’s subsidiary guarantors, subject to customary exceptions. Borrowings under the New Revolving Facility bear interest at a rate per annum at the option of Rite Aid between LIBOR plus 1.25% and LIBOR plus 1.75% or a base rate plus 0.25% to 0.75%, in each case, based upon the Average ABL Availability (as defined in the New Credit Facilities). The New Term Loan Facility bears interest at a rate per annum of LIBOR plus 3.00% or a base rate plus 2.00%. Rite Aid is required to pay fees between 0.250% and 0.375% per annum on the daily unused amount of the New Revolving Facility, depending on the Average ABL Availability (as defined in the New Credit Facilities). The New Credit Facilities contain customary mandatory prepayment provisions.

The New Credit Facilities contain restrictions on Rite Aid and its subsidiaries with respect to the incurrence of debt, the payment of dividends, sale of assets, mergers and acquisitions, the granting of liens and certain other covenants set forth therein, subject to exceptions and thresholds set forth therein.

The New Credit Facilities provide for customary events of default including nonpayment, cross-default to certain debt, misrepresentation, breach of covenants, bankruptcy and change in control of Rite Aid.

Rite Aid maintains various commercial and service relationships with certain of the lenders and their affiliates in the ordinary course of business. In the ordinary course of its respective business, certain of the lenders and the other parties to the senior secured credit facility and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, underwriting, financial advisory or other services with Rite Aid for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.

The foregoing description is not complete and is qualified in its entirety by the senior secured credit facility, dated as of December20, 2018, a copy of which is filed herewith as Exhibit10.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On December20, 2018, Rite Aid terminated its Amended and Restated Credit Agreement, dated as of June27, 2001, as amended and restated as of January13, 2015, among Rite Aid Corporation, the lenders from time to time party thereto and Citicorp North America,Inc., as administrative agent and collateral agent, which established a credit facility in the original amount of $3.7 billion (the “Old Credit Facility”). The Old Credit Facility was terminated in connection with the entry into the New Credit Facilities described in Item 1.01 above.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See disclosure contained in Item 1.01 above, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

10.1*. Credit Agreement, dated as of December20, 2018, among Rite Aid Corporation, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent.

* Certain schedules have been omitted to Item 601(b)(2)of Regulation S-K. Rite Aid hereby undertakes to furnish supplemental copies of any of the omitted schedules to the Securities and Exchange Commission upon request.