Rite Aid Announces Tender Offer And Consent Solicitation

Rite Aid Corporation (NYSE: RAD) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding $405.0 million aggregate principal amount of 9.375% Senior Notes due 2015 (the “Notes”).

As part of the Tender Offer, Rite Aid is soliciting consents (the “Consent Solicitation”) from the holders of the Notes for certain proposed amendments that would eliminate or modify certain covenants and events of default and other provisions contained in the indenture governing the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated May 3, 2012 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.

The Tender Offer will expire at midnight, Eastern Time, on May 31, 2012, unless the Tender Offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not withdraw their Notes prior to midnight, Eastern Time, on May 14, 2012 (as such time and date may be extended, the “Consent Payment Deadline”) and whose Notes are accepted for purchase, will receive the “Total Consideration,” which is equal to (i) $998.75 per $1,000.00 in principal amount of Notes validly tendered (the “Tender Offer Consideration”) plus (ii) a consent payment of $30.00 per $1,000.00 in principal amount of the Notes validly tendered (the “Consent Payment”). Holders of Notes who validly tender their Notes after the Consent Payment Date but on or before the Expiration Date, and whose Notes are accepted for purchase, will receive only the Tender Offer Consideration.

Title of Security		CUSIP Number		Principal Amount Outstanding		Tender Offer Consideration (1)		Consent Payment (1)		Total Consideration (1)(2)
9.375% Senior Notesdue 2015		767754BQ6		$405,000,000		$998.75		$30.00		$1,028.75

_________________
(1)		Per $1,000.00 principal amount of Notes validly tendered and accepted for purchase.
(2)		Inclusive of Consent Payment.

Rite Aid reserves the right but is under no obligation, at any point following the Consent Payment Deadline and before the Expiration Date, to accept for purchase any Notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline (the “Early Settlement Date”). The Early Settlement Date will be determined at Rite Aid’s option and is currently expected to occur on the first business day following the Consent Payment Deadline, subject to all conditions to the Tender Offer having been satisfied or waived by Rite Aid. In addition to the Total Consideration or the Tender Offer Consideration, holders whose Notes are accepted in the Tender Offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable settlement date. The final settlement date is expected to occur on the first business day following the Expiration Date, subject to all conditions to the Tender Offer having been satisfied or waived by Rite Aid.

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