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Rite Aid Announces Tender Offer And Consent Solicitation

Rite Aid Corporation (NYSE: RAD) today announced that it has commenced a cash tender offer to purchase any and all of its outstanding $810.0 million aggregate principal amount of 9.5% Senior Notes due 2017.

As part of the tender offer, Rite Aid is soliciting consents for amendments that would eliminate or modify certain covenants, 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 without tendering their notes. The tender offer and consent solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated June 18, 2013, 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 July 16, 2013, unless the tender offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the tender offer and consent solicitation, holders of the notes who validly tender and do not withdraw their notes prior to 5:00 p.m., Eastern Time, on July 1, 2013 (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 the “Tender Offer Consideration” plus a consent payment of $30.00 per $1,000 principal amount of tendered notes. Holders of notes who validly tender their notes after the Consent Payment Deadline but on or before the Expiration Date, and whose notes are accepted for purchase, will receive only the Tender Offer Consideration.

         
CUSIP/ISIN Principal Amount Tender Offer Consent Payment
Title of Security Numbers Outstanding

Consideration (1)

(1)

Total Consideration (1)(2)

767754BT0/
9.5% Senior Notes due 2017 767754BR4/ $810,000,000 $1,007.80 $30.00 $1,037.80
USU76659AN83
 
(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Payment Deadline and before the Expiration Date, to accept for purchase any notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline, subject to satisfaction or waiver of the conditions to the tender offer. In addition to the Total Consideration or the Tender Offer Consideration, as the case may be, 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 settlement date.

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