Rite Aid 2015 Annual Report Download - page 96

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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)
13. Indebtedness and Credit Agreement (Continued)
term loan facilities, secured guaranteed notes and unsecured guaranteed notes. The Amended and
Restated Senior Secured Credit Facility, second priority secured term loan facilities and secured
guaranteed notes are secured, on a senior or second priority basis, as applicable, by a lien on, among
other things, accounts receivable, inventory and prescription files of the subsidiary guarantors. The
subsidiary guarantees related to the Company’s Amended and Restated Senior Secured Credit Facility,
second priority secured term loan facilities and secured guaranteed notes and, on an unsecured basis,
the unsecured guaranteed notes are full and unconditional and joint and several, and there are no
restrictions on the ability of the Company to obtain funds from its subsidiaries. The Company has no
independent assets or operations. Additionally, the subsidiaries, including joint ventures, that do not
guaranty the credit facility, second priority secured term loan facilities and applicable notes, are minor.
Accordingly, condensed consolidating financial information for the Company and subsidiaries is not
presented.
Other 2015 Transactions
On October 15, 2014, the Company completed the redemption of all of its outstanding $270,000
aggregate principal amount of its 10.25% senior notes due October 2019 at their contractually
determined early redemption price of 105.125% of the principal amount, plus accrued interest. The
Company funded this redemption with borrowings under its revolving credit facility. The Company
recorded a loss on debt retirement of $18,512 related to this transaction.
Financing for the Pending Acquisition
On April 2, 2015, the Company issued $1,800,000 aggregate principal amount of its 6.125% senior
notes due 2023 to finance the cash portion of its pending acquisition of EnvisionRx. The Company’s
obligations under the notes are fully and unconditionally guaranteed, jointly and severally, on an
unsubordinated basis, by all of its subsidiaries that guarantee the Company’s obligations under the
senior secured credit facility (the ‘‘Senior Credit Facility’’), the Tranche 1 Term Loan, the Tranche 2
Term Loan, and the 8.00% Notes, the 9.25% Notes and the 6.75% senior notes due 2021 (the ‘‘6.75%
Notes’’) (the ‘‘Rite Aid Subsidiary Guarantors’’), and, upon completion of the acquisition, by
EnvisionRx and certain of its domestic subsidiaries other than Envision Insurance Company (the
‘‘EnvisionRx Subsidiary Guarantors’’ and, together with the Rite Aid Subsidiary Guarantors, the
‘‘Subsidiary Guarantors’’). The guarantees will be unsecured. The 6.125% senior notes are unsecured,
unsubordinated obligations of Rite Aid Corporation and will rank equally in right of payment with all
of its other unsecured, unsubordinated indebtedness.
2014 Transactions
In June 2013, the Company completed a tender offer for its 7.5% senior secured notes due 2017 in
which $419,237 aggregate principal amount of the outstanding 7.5% notes were tendered and
repurchased. In July 2013, the Company redeemed the remaining 7.5% notes for $85,154, which
included the call premium and interest to the redemption date. The tender offer for, and redemption
of, the 7.5% notes were funded using the proceeds from the Tranche 2 Term Loan, borrowings under
the Company’s revolving credit facility and available cash.
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