Rite Aid Corporation announced the results, as of 5:00 p.m., New York City time, on November 17, 2022 (the “Original Early Tender Deadline”) of its previously announced tender offer (the “Tender Offer”) to purchase for cash up to $200 million aggregate purchase price (not including any accrued and unpaid interest, the “Aggregate Maximum Purchase Price”) of the Company's outstanding 7.500% Senior Secured Notes due 2025 (the “Notes”). The Company also announced that it is (i) extending the Original Early Tender Deadline and withdrawal deadline to 5:00 p.m., New York City time, on November 22, 2022, unless further amended in the Company's sole discretion, (ii) waiving the Financing Condition and (iii) terminating the Consent Solicitation. The final expiration time of the Tender Offer will also be extended and the Tender Offer will expire immediately after 11:59 p.m., New York City time, on December 7, 2022, unless further extended or earlier terminated by the Company (the “Expiration Time”).

The Company does not intend to make any further amendments or changes to the Tender Offer. The consummation of the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including the Company entering into certain amendments to the Company's existing credit agreement providing for, among other things, an increase in the available borrowing commitments thereunder, the net proceeds of which, together with cash on hand and/or other sources of liquidity, are sufficient to fund the purchase of the Notes validly tendered on or prior to the Early Tender Deadline and accepted for purchase (such condition, the “Financing Condition” and all such conditions, the “Tender Offer Conditions”). The Company continues to pursue such amendments but has sufficient liquidity to fund the Tender Offer so it has elected to waive the Financing Condition.

The consummation of the Tender Offer will continue to be subject to, and conditioned upon, the satisfaction or waiver of the other Tender Offer Conditions described in the Offer to Purchase and Consent Solicitation Statement. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. The company reserve the right, but are under no obligation, to waive any and all of the remaining conditions of the Tender Offer at any time, in each case without extending the Early Tender Deadline, the Withdrawal Deadline or the Expiration Time or otherwise reinstating withdrawal rights of holders, subject to applicable law.

The Tender Offer could adversely impact the Company's credit ratings but is expected to result in improved leverage and reduced interest expense while maintaining strong liquidity and improving debt maturity profile. Additionally, the Company announced that it has terminated its previously announced solicitation of consents (the “Consents”) from holders of the Notes (the “Consent Solicitation”) to certain proposed amendments (and the release of collateral) to the indenture governing the Notes (the “Indenture”) originally described in the Offer to Purchase and Consent Solicitation Statement. All Consents are heretofore deemed null and void and the proposed amendments shall not be effected.

However, all Notes that were previously validly tendered and not validly withdrawn will remain tendered unless such holder withdraws its Notes on or prior to the Withdrawal Deadline pursuant to the procedures set forth in the Offer to Purchase and Consent Solicitation Statement. Additionally, holders that tendered their Notes on or prior to the date hereof (including Notes that were withdrawn and re-tendered) will not be deemed to deliver any Consent therewith. Any Notes validly tendered may be withdrawn from the Tender Offer on or prior to the Withdrawal Deadline.

Any Notes validly tendered on or prior to the Withdrawal Deadline that are not validly withdrawn on or prior to the Withdrawal Deadline may not be withdrawn thereafter, except as required by law. In addition, any Notes validly tendered after the Withdrawal Deadline may not be withdrawn, except as required by law. Subject to the terms and conditions of the Tender Offer, including the Aggregate Maximum Purchase Price and proration, holders of Notes that are validly tendered on or prior to Early Tender Deadline and not validly withdrawn at any time on or prior to the Withdrawal Deadline will be eligible to receive the Total Consideration set forth in the table above, which includes the Early Tender Premium set forth in the table above.

Holders of Notes tendering their Notes after the Early Tender Deadline, but on or prior to the Expiration Time, will only be eligible to receive the Tender Offer Consideration set forth in the table above, which is the Total Consideration less the Early Tender Premium. No tenders will be valid if submitted after the Expiration Time. The Early Settlement Date (as defined below) may occur, at option, no earlier than the Early Tender Deadline.

The company reserve the right, in sole discretion, to extend or forgo the Early Settlement Date, if any. In the event that The company forgo the Early Settlement Date, all holders whose Notes are accepted for payment by the Company will receive payment on the Final Settlement Date. In addition, holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest on such Notes from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable.

The Early Settlement Date, if The company choose to have one, is currently expected to be on or about November 28, 2022, unless extended or earlier terminated by with respect to the Tender Offer in sole discretion (the “Early Settlement Date”). The Final Settlement Date is expected to be on December 9, 2022, unless extended or earlier terminated by with respect to the Tender Offer in sole discretion (the “Final Settlement Date”). The change in structure will result in certain changes to the tax disclosure in the Offer to Purchase and Consent Solicitation Statement, which disclosure will be updated in a separate supplement to the Offer to Purchase and Consent Solicitation Statement.

The aggregate purchase price of the Notes that may be purchased pursuant to the Tender Offer will not exceed the Aggregate Maximum Purchase Price.