Item 1.02.
Termination of a Material Definitive Agreement
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Termination of Merger Agreement with WBA
As previously disclosed, on October 27, 2015, Rite Aid, WBA and Victoria Merger Sub, Inc. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of WBA, entered into an Agreement and Plan of Merger (as amended by Amendment No. 1, dated as of January 29, 2017 (the Amendment)) (the Merger Agreement). On June 28, 2017, Rite Aid, WBA and Merger Sub entered into a Termination Agreement (the Merger Termination Agreement) under which the parties agreed to terminate the Merger Agreement. The Merger Termination Agreement provides that WBA will pay to Rite Aid a termination fee in the amount of $325,000,000. Subject to limited customary exceptions, the Merger Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the contemplated merger transaction.
The foregoing descriptions of the Merger Agreement and Merger Termination Agreement are subject to, and qualified in their entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report filed by Rite Aid on October 29, 2015, the full text of the Amendment, which was filed as Exhibit 2.2 to the Current Report filed by Rite Aid on January 30, 2017, and the full text of the Merger Termination Agreement, which is attached hereto as Exhibit 10.2, and each of which is incorporated herein by reference.
Termination of the Asset Purchase Agreement with Freds
As previously disclosed, on December 19, 2016, Rite Aid entered into an Asset Purchase Agreement (the Divestiture Asset Purchase Agreement) with AFAE, LLC, a Tennessee limited liability company (AFAE), Freds, Inc., a Tennessee corporation (Freds) (solely for the purposes set forth in the Divestiture Asset Purchase Agreement) and WBA (solely for the purposes set forth in the Divestiture Asset Purchase Agreement). In connection with the previously announced proposed acquisition of Rite Aid by WBA and pursuant to the terms and subject to the conditions set forth in the Divestiture Asset Purchase Agreement, AFAE would purchase from Rite Aid 865 stores and certain specified assets related thereto. On June 28, 2017, Rite Aid, AFAE, Freds and WBA entered into a letter agreement (the APA Termination Agreement) under which the parties agreed to terminate the Divestiture Asset Purchase Agreement.
The foregoing descriptions of the Divestiture Asset Purchase Agreement and the APA Termination Agreement are subject to, and qualified in their entirety by, the full text of the Divestiture Asset Purchase Agreement, which was filed as Exhibit 2.3 to the Annual Report filed by Rite Aid on May 3, 2017 and the full text of the APA Termination Agreement, which is filed herewith as Exhibit 10.3 and each of which is incorporated herein by reference.
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