Rite Aid Corporation (NYSE:RAD) Files An 8-K Other EventsItem 8.01 Other Events.
On May22, 2018, Rite Aid Corporation (the “Company”) announced the results of its previously announced offer to purchase (the “Asset Sale Offer”) up to $700,000,000 of certain of the Company’s outstanding indebtedness, consisting of its $806,529,000 outstanding 6.75% Senior Notes due 2021 (the “2021 Notes”) and $1,758,249,000 outstanding 6.125% Senior Notes due 2023 (the 2023 Notes and, together with the 2021 Notes, the “Notes”) for cash at a price equal to 50% of the principal amount of the Notes, equivalent to $1,000 per $1,000 principal amount of Notes, plus accrued and unpaid interest, for such Notes up to the date of purchase. The Asset Sale Offer was made to the respective indentures governing the Notes and an Offer to Purchase and related Letter of Transmittal, each dated April19, 2018. As of 5:00 P.M., Eastern Time, on May21, 2018 (the expiration date with respect to each series of Notes), $1,360,000 principal amount of the 2021 Notes, representing 0.17% of the outstanding principal amount of the 2021 Notes and $4,759,000 principal amount of the 2023 Notes, representing 0.27% of the outstanding principal amount of the 2023 Notes, had been validly tendered and accepted for purchase by the Company.
A copy of the press release announcing the results of the Asset Sale Offer is attached hereto as Exhibit99.1 and is incorporated into this Item 8.01 by reference.
This report does not constitute a notice of redemption under the optional redemption provisions of the indenture governing any series of the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
Important Notice Regarding Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending merger between the Company and Albertsons Companies,Inc. (“Albertsons”) and the transactions contemplated thereby, and the parties perspectives and expectations, are forward looking statements. Such statements include, but are not limited to, statements regarding the benefits of the proposed merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions contemplated by the merger agreement. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Such risks and uncertainties include, but are not limited to, risks related to the expected timing and likelihood of completion of the pending merger, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals, or that the required approval of the merger agreement by the stockholders of the Company was not obtained; risks related to the ability of Albertsons and the Company to successfully integrate the businesses; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement (including circumstances requiring the Company to pay Albertsons a termination fee to the merger agreement); the risk that there may be a material adverse change of the Company or Albertsons; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; risks related to successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and risks associated with the financing of the proposed transaction. A further list and description of risks and uncertainties can be found in the Company’s Annual Report on Form10-K for the fiscal year ended March3, 2018 filed with the Securities and Exchange Commission (“SEC”) and in the registration statement on FormS-4 that was filed with the SEC by Albertsons on April6, 2018, as amended by Amendment No.1 to the registration statement on FormS-4 filed with the SEC on May15, 2018, as it may be further amended, in connection with the proposed merger, and other documents that the parties may file or furnish with the SEC, 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. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. All information regarding the Company assumes completion of the Company’s previously announced transaction with Walgreens Boots Alliance,Inc. There can be no assurance that the consummation of such transaction will be completed on a timely basis, if at all. For further information on such transaction, see the Company’s Form8-K filed with the SEC on March28, 2018.
Additional Information and Where to Find It
In connection with the proposed merger involving the Company and Albertsons, the Company and Albertsons have prepared and Albertsons has filed with the SEC on April6, 2018 a registration statement on FormS-4, as amended by Amendment No.1 to the registration statement on FormS-4 filed with the SEC on May15, 2018, as it may be further amended, that includes a proxy statement of the Company that also constitutes a prospectus of Albertsons. The registration statement is not yet final and will be amended. The Company will mail the proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. The Company and Albertsons also plan to file other relevant documents with the SEC regarding the proposed merger. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE COMPANY’S EXISTING PUBLIC FILINGS WITH THE SEC SHOULD ALSO BE READ,INCLUDING THE RISK FACTORS CONTAINED THEREIN.
Investors and security holders may obtain copies of the FormS-4, including the proxy statement/prospectus, as well as other filings containing information about the Company, free of charge, from the SEC’s website (www.sec.gov). Investors and security holders may also obtain the Company’s SEC filings in connection with the transaction, free of charge, from the Company’s website (www.RiteAid.com) under the link “Investor Relations” and then under the tab “SEC Filings,” or by directing a request to the Company, Byron Purcell, Attention: Senior Director, Treasury Services& Investor Relations. Copies of documents filed with the SEC by Albertsons will be made available, free of charge, on the SEC’s website (www.sec.gov) and on Albertsons’ website at www.albertsonscompanies.com.
Participants in Solicitation
The Company, Albertsons and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of the Company common stock in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its definitive proxy statement for the Company’s 2017 annual meeting of stockholders filed with the SEC on June7, 2017, as modified or supplemented by any Form3 or Form4 filed with the SEC since the date of such definitive proxy statement. Information about the directors and executive officers of Albertsons is set forth in the registration statement on FormS-4, including the proxy statement/prospectus that has been filed with the SEC on April6, 2018, as amended by Amendment No.1 to the registration statement on FormS-4 filed with the SEC on May15, 2018, as it may be further amended. Other information regarding the interests of the participants in the proxy solicitation may be included in the definitive proxy statement/prospectus when it becomes available. These documents can be obtained free of charge from the sources indicated above.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.
RITE AID CORP ExhibitEX-99.1 2 a18-13982_1ex99d1.htm EX-99.1 Exhibit 99.1 Press Release For Further Information Contact: INVESTORS: MEDIA: Byron Purcell Susan Henderson (717) 975-5809 (717) 730-7766 or email@example.com Confidential Draft 5/17/2018 5 pm Rite Aid Announces Results of Offer to Purchase Certain of its Outstanding Series of Notes CAMP HILL,…To view the full exhibit click
About Rite Aid Corporation (NYSE:RAD)
Rite Aid Corporation is a retail drugstore chain. The Company’s segments include Retail Pharmacy and Pharmacy Services. The Company operates under The Rite Aid name. It operates approximately 4,560 stores in over 30 states across the country and in the District of Columbia. The Company’s Retail Pharmacy segment consists of Rite Aid stores, RediClinic and Health Dialog. It sells brand and generic prescription drugs, as well as an assortment of front-end products, including health and beauty aids, personal care products, seasonal merchandise, and a private brand product line. Its front-end products include over-the-counter medications, health and beauty aids, personal care items, cosmetics, household items, food and beverages, greeting cards, seasonal merchandise and numerous other everyday and convenience products. The Company’s Pharmacy Services segment consists of EnvisionRx, which provides a range of pharmacy benefit services.
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