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): August 23, 2018


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)


30 Hunter Lane, Camp Hill, Pennsylvania 17011
(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))

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 1.01. Entry into a Material Definitive Agreement

On August 23, 2018, Rite Aid Corporation (“the Company”), RCMH, LLC, a Texas limited liability company, and RediClinic of PA, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), entered into a supplemental indenture (the “Supplemental Indenture”).  The Supplemental Indenture adds the Additional Subsidiary Guarantors as guarantors to the Company’s 6.125% Senior Notes due 2023 issued pursuant to the indenture dated as of April 2, 2015, by and among the Company, the Subsidiary Guarantors named therein, and the Trustee. The Supplemental Indenture is attached hereto as Exhibit 4.1.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

4.1            Supplemental Indenture, dated as of August 23, 2018, among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.




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 hereunto duly authorized.

   
RITE AID CORPORATION
         
         
Dated: August 23, 2018
 
By: 
/s/ James J. Comitale
     
Name: 
James J. Comitale
     
Title:
Senior Vice President, General Counsel


 
 
Exhibit 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as of August 23, 2018, among RCMH, LLC, a Texas limited liability company, and Rediclinic of PA, LLC, a Delaware limited liability company (collectively, the  “ New Subsidiary Guarantors ” and each a “ New Subsidiary Guarantor ”), each a subsidiary of Rite Aid Corporation (or its successor), a Delaware corporation (the “ Company ”), the Company on behalf of itself and the Subsidiary Guarantors (the “ Existing Subsidiary Guarantors ”) under the indenture referred to below, and The Bank of New York Mellon Trust Company, N. A., a banking association organized under the laws of the United States of America, as trustee under the indenture referred to below (the “ Trustee ”).
W I T N E S S E T H :
WHEREAS the Company and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “ Indenture ”) dated as of April 2, 2015, providing for the issuance of an unlimited aggregate principal amount of 6.125% Senior Notes due 2023 (the “ Securities ”);
WHEREAS Section 4.09 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantors shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
WHEREAS subject to the conditions contained herein, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of each New Subsidiary Guarantor, the Company and the Existing Subsidiary Guarantors have been done; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1.
Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture.

2.
Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
3.
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT REFERENCE TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
4.
Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and shall not be responsible for the recitals contained herein, all which recitals are made solely by the other parties hereto.
5.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6.
Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[ Remainder of Page Intentionally Left Blank ]


2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
 
RCMH, LLC
   
     
 
By:
/s/ Joseph Notarianni
 
Name: 
Joseph Notarianni
 
Title:
Vice President and Assistant Secretary
     
     
 
REDICLINIC OF PA, LLC
   
     
 
By:
/s/ Joseph Notarianni
 
Name:
Joseph Notarianni
 
Title:
Vice President and Assistant Secretary
     
     
 
RITE AID CORPORATION, on behalf of itself and the existing subsidiary guarantors,
     
     
 
By:
/s/ Ron Chima
 
Name:
Ron Chima
 
Title:
Vice President and Assistant Secretary
     
     
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee,
     
     
 
By:
 /s/ Robert W. Hardy
 
Name:
  Robert W. Hardy
 
Title:
  Vice President