Amended Current Report Filing (8-k/a)
December 06 2022 - 6:03AM
Edgar (US Regulatory)
0000084129
false
0000084129
2022-12-01
2022-12-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
December 1, 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)
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. ¨
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is
being filed to correct a Current Report on Form 8-K filed by Rite Aid Corporation on December 2, 2022, which had a scrivener’s error
describing the aggregate principal amount of loans outstanding under the FILO Facility (as defined therein) as being $425,000,000 instead
of $400,000,000 (the “Specified Error”). The sole purpose of this Amendment is to correct the Specified Error. No other changes
have been made to the original report.
Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2022, Rite
Aid Corporation (the “Company”) entered into an amendment (the “Amendment”) to its senior secured credit agreement,
dated as of December 20, 2018 (as amended and modified by the First Amendment to Credit Agreement, dated as of January 6, 2020, as further
amended and modified by the Second Amendment to Credit Agreement, dated as of August 20, 2021, and as further amended by the Amendment,
the “Credit Agreement”), among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and
as collateral agent, in order to, among other things, (i) increase the aggregate principal amount of commitments under the revolving facility
(the “Revolving Facility”) to $2,850,000,000, (ii) increase the aggregate principal amount of loans outstanding under the
“first-in last-out” term loan facility (the “FILO Facility” and, together with the Revolving Facility, collectively,
the “Facilities”) to $400,000,000, (iii) replace LIBOR with a Term SOFR-based rate as the applicable benchmark for the Facilities,
(iv) include COVID-19 vaccines in the borrowing base under the Revolving Facility, subject to certain limitations and conditions as specified
in the Credit Agreement and (v) increase the interest rate applicable to loans under the FILO facility to a rate per annum equal to, at
the Company’s option, (x) a base rate (determined in a customary manner) plus a margin of 2.00% or (y) an adjusted Term SOFR-based
rate (determined in a customary manner) plus a margin of 3.00%.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit
9.01 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 |
Cover Page Interactive Data File (formatted as inline XBRL). |
|
|
* |
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Rite Aid hereby undertakes to furnish supplemental
copies of any of the omitted schedules or exhibits to the Securities and Exchange Commission upon request. |
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: December 6, 2022 |
By: |
/s/ Matthew C. Schroeder |
|
Name: |
Matthew C. Schroeder |
|
Title: |
Executive Vice President and Chief Financial Officer |
Rite Aid (NYSE:RAD)
Historical Stock Chart
From Apr 2024 to May 2024
Rite Aid (NYSE:RAD)
Historical Stock Chart
From May 2023 to May 2024