Item 1.01. Entry into a Material Definitive Agreement.

On January 6, 2020, Rite Aid Corporation (the "Company") entered into an amendment (the "Amendment") to its senior secured credit agreement, dated as of December 20, 2018, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, which, among other things, permits the issuance of the New Notes (as defined below) and the grant of a security interest in substantially all assets (other than equity and customary excluded assets) of the Company's subsidiaries to the trustee under the indenture governing the New Notes to secure the obligations under the New Notes.

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 10.1 hereto and incorporated herein by reference.




Item 8.01. Other Events.

On January 6, 2020, the Company announced the commencement of an offer to exchange (the "Exchange Offer") up to $600 million aggregate principal amount of the Company's 6.125% Senior Notes due 2023 (the "Old Notes") for newly issued 7.500% Senior Secured Notes due 2025 (the "New Notes"). The New Notes and the related guarantees will be secured, subject to permitted liens, by substantially all of the Company's subsidiaries assets (other than equity and customary excluded assets), including (i) a first-priority lien on the Notes priority collateral, and (ii) a second-priority lien on the ABL priority collateral, which, in each case, also secure the Company's existing credit facilities. The consummation of the Exchange Offer is subject to certain customary conditions. A copy of the press release announcing the Exchange Offer, and which describes the Exchange Offer 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.



    10.1     First Amendment to Credit Agreement, dated January 6, 2020.




    99.1     Press Release announcing the commencement of the Exchange Offer,
           dated January 6, 2020.




  104 Cover Page Interactive Data File (formatted as inline XBRL).

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