Current Report Filing (8-k)
November 03 2022 - 5:25PM
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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):
November 3, 2022
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) |
1200 Intrepid Avenue, 2nd Floor,
Philadelphia, Pennsylvania 19112
(Address of principal executive offices, including
zip code)
(717)
761-2633
(Registrant’s telephone number, including
area code)
30 Hunter Lane,
Camp Hill, Pennsylvania 17011
(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 November 3, 2022,
Rite Aid Corporation (the “Company”) announced the commencement of a cash tender offer (the “Tender Offer”) to
purchase up to $200,000,000 aggregate purchase price of the Company’s 7.50% Senior Secured Notes due 2025 (CUSIP Nos. 767754CK8
and U76659AX6) (the “Notes”). The Company is also soliciting consents from holders of the Notes to amend certain provisions
of the indenture with respect to the Notes and certain related security agreements (the “Consent Solicitation”). In connection
with the Tender Offer and the Consent Solicitation, the Company is seeking to enter into certain amendments to the Company’s existing
credit agreement governing its existing senior secured asset-based revolving credit facility and senior secured term loan facility providing
for, among other things, an increase in the available borrowing commitments thereunder. A copy of the press release announcing the Tender
Offer and the Consent Solicitation, and which describes the Tender Offer and the Consent Solicitation in greater detail, is hereby incorporated
by reference and attached hereto as Exhibit 99.1.
This report does
not 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.
(d) Exhibits.
99.1 Press Release announcing the commencement of the Tender Offer and the Consent Solicitation, dated November 3, 2022.
104 Cover Page
Interactive Data File (formatted as inline XBRL).
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: November 3, 2022 |
By: |
/s/ Matthew C. Schroeder |
|
Name: |
Matthew C. Schroeder |
|
Title: |
Executive Vice President and Chief Financial Officer |
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