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RITE AID CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Years Ended February 28, 2015, March 1, 2014 and March 2, 2013
(In thousands, except per share amounts)
3. Pending Acquisition
On February 10, 2015, the Company entered into a Definitive Agreement (‘‘Agreement’’) with a
subsidiary of TPG Capital, L.P. Under the terms of the Agreement, the Company will acquire (the
‘‘Acquisition’’) from TPG, EnvisionRx, a full-service pharmacy benefit manager (‘‘PBM’’), a portfolio
company of TPG. EnvisionRx provides both transparent and traditional PBM options through its
EnvisionRx and MedTrak PBMs, respectively. EnvisionRx also offers fully integrated mail-order and
specialty pharmacy services through Orchard Pharmaceutical Services; access to the nation’s largest
cash pay infertility discount drug program via Design Rx; an innovative claims adjudication software
platform in Laker Software; and a national Medicare Part D prescription drug plan through Envision
Insurance Company’s EnvisionRx Plus product offering. Under the terms of the Agreement, the
Company will pay $1,800,000 in cash, subject to working capital adjustments, which is expected to be
financed with the proceeds from the April 2, 2015 issuance of $1,800,000 aggregate principal amount of
6.125% senior notes due 2023, and approximately 27,900,000 shares of Rite Aid common stock (equal
to approximately $200,000).
The Company and TPG have each made customary representations, warranties and covenants in
the Agreement, including, among other things, that EnvisionRx and its subsidiaries will continue to
conduct their business in the ordinary course between the execution of the Agreement and the closing
of the Acquisition. Completion of the Acquisition is subject to regulatory approvals and other
customary conditions. The Company expects the Acquisition to close no earlier than in the second
quarter of fiscal 2016.
4. Income Per Share
Basic income per share is computed by dividing income available to common stockholders by the
weighted average number of shares of common stock outstanding for the period. Diluted income per
share reflects the potential dilution that could occur if securities or other contracts to issue common
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