Rite Aid Commences Debt Refinancing Transactions

  Rite Aid Commences Debt Refinancing Transactions

Business Wire

CAMP HILL, Pa. -- January 31, 2013

Rite Aid Corporation (NYSE: RAD) today announced that it has commenced a
series of debt refinancing transactions that would extend the maturity of a
portion of Rite Aid’s outstanding indebtedness and lower interest expense. The
refinancing transactions are expected to include:

  *the amendment and restatement of Rite Aid’s existing revolving credit
    facility;
  *the refinancing of Rite Aid’s $1.039 billion Tranche 2 Term Loan due 2014
    with the proceeds of a new term loan, together with borrowings under the
    amended revolving credit facility; and
  *cash tender offers for Rite Aid’s $410.0 million aggregate principal
    amount of 9.750% Senior Secured Notes due 2016; $470.0 million aggregate
    principal amount of 10.375% Senior Secured Notes due 2016; and $180.3
    million aggregate principal amount of 6.875% Senior Debentures due 2013,
    with the proceeds from new first and/or second lien term loans, together
    with borrowings under the amended revolving credit facility and available
    cash.

Rite Aid has not yet determined the amount of the amended revolving credit
facility or new term loans. Rite Aid currently has signed commitments for a
$1.5 billion revolving credit facility, which are subject to customary terms
and conditions. Rite Aid’s results of operations and guidance will likely be
impacted by fees, expenses and charges related to the refinancing
transactions.

As part of the Tender Offers, Rite Aid is soliciting consents for amendments
that would eliminate or modify certain covenants, events of default and other
provisions contained in the indentures governing the Notes. Holders who tender
their Notes will be deemed to consent to all of the proposed amendments
applicable to that series and holders may not deliver consents without
tendering their Notes. The Tender Offers and Consent Solicitations are being
made pursuant to separate Offers to Purchase and Consent Solicitation
Statements, each dated Jan. 31, 2013, and related Consents and Letters of
Transmittal, which more fully set forth the terms and conditions of the Tender
Offers and Consent Solicitations.

The Tender Offers will expire at midnight, Eastern Time, on Feb. 28, 2013,
unless extended or earlier terminated. Rite Aid may extend or terminate one or
more of the Tender Offers without impacting the other Tender Offers. Under the
terms of the Tender Offers, holders of the Notes who validly tender and do not
withdraw their Notes prior to midnight, Eastern Time, on Feb. 13, 2013 (as
such time and date may be extended) and whose Notes are accepted for purchase,
will receive the applicable “Total Consideration,” which is equal to the
applicable “Tender Offer Consideration” plus a consent payment of $30.00 per
$1,000 principal amount of tendered Notes. Holders of Notes who validly tender
their Notes after the Consent Payment Date but on or before the Expiration
Date, and whose Notes are accepted for purchase, will receive only the
applicable Tender Offer Consideration.


9.750% Senior Secured Notes due 2016

                                    Principal        Tender Offer      Consent     Total
Title of Security   CUSIP       Amount                                   Consideration
                      Number                         Consideration     Payment     ^(1)(2)
                                    Outstanding      ^(1)              ^(1)
9.750% Senior
Secured Notes due     767754BX1     $410,000,000     $1,045.00         $30.00      $1,075.00
2016
                                                                                   
                                                                                   
10.375% Senior Secured Notes due 2016
                                                                                   
                                    Principal        Tender Offer      Consent     Total
Title of Security     CUSIP         Amount                                         Consideration
                      Number                         Consideration     Payment     ^(1)(2)
                                    Outstanding      ^(1)              ^(1)
10.375% Senior
Secured Notes due     767754BV5     $470,000,000     $1,028.50         $30.00      $1,058.50
2016
                                                                                   
                                                                                   
6.875% Senior Debentures due 2013
                                                                                   
                                    Principal        Tender Offer      Consent     Total
Title of Security     CUSIP         Amount                                         Consideration
                      Number                         Consideration     Payment     ^(1)(2)
                                    Outstanding      ^(1)              ^(1)
6.875% Senior
Debentures due        767754AD6     $180,277,000     $998.75           $30.00      $1,028.75
2013
_________________

(1) Per $1,000.00 principal amount of the applicable series of notes validly
tendered and accepted for purchase.

(2) Inclusive of Consent Payment.

Rite Aid reserves the right but is under no obligation, at any point following
the Consent Payment Deadline and before the Expiration Date, to accept for
purchase Notes of one or more of the series validly tendered and not
subsequently withdrawn at or prior to the Consent Payment Deadline, subject to
satisfaction or waiver of the conditions to the Tender Offers. In addition to
the Total Consideration or the Tender Offer Consideration, holders whose Notes
are accepted in the Tender Offer will receive accrued and unpaid interest from
and including the most recent interest payment date, and up to, but excluding,
the applicable settlement date. Holders of 6.875% Debentures whose tenders are
settled prior to Feb. 15, 2013 will be deemed to have consented to giving up
any claim to the interest payment due on Feb. 15, 2013 that they might
otherwise have as a result of the related interest payment record date of Feb.
1, 2013, and will receive only the accrued interest described above.

Rite Aid intends to redeem any 9.750% Notes and 10.375% Notes not tendered in
the Tender Offers and Consent Solicitations. Rite Aid intends to satisfy and
discharge any 6.875% Debentures that remain outstanding after the Tender Offer
and Consent Solicitation. Holders of 6.875% Debentures that are satisfied and
discharged will continue to receive regular interest payments and repayment of
their 6.875% Debentures will be made at maturity on Aug. 15, 2013. In
addition, on Jan. 25, 2013, Rite Aid called for redemption, and will redeem on
Feb. 25, 2013, all of its $6.0 million aggregate principal amount of
outstanding 9.25% Senior Notes due 2013.

The Tender Offers and Consent Solicitations are contingent upon the
satisfaction of certain conditions, including, with respect to the 9.750%
Notes and the 10.375% Notes, the condition that Rite Aid has completed one or
more financing transactions resulting in net proceeds to Rite Aid that are
sufficient to pay the Total Consideration, plus the applicable interest
payment described above, in respect of all of the 9.750% Notes and the 10.375%
Notes. If any of the conditions are not satisfied or waived, Rite Aid is not
obligated to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes and may terminate one or more
Tender Offers and Consent Solicitations.

This press release does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing any series of the
Notes, nor does it 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.

Requests for documents relating to each Tender Offer and Consent Solicitation
may be directed to Global Bondholder Services Corp., the Information Agent, at
(866) 804-2200 or (212) 430-3774 (banks and brokers). Citigroup will act as
Dealer Manager and Solicitation Agent for each Tender Offer and Consent
Solicitation. Questions regarding each Tender Offer and Consent Solicitation
may be directed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106
(collect).

Rite Aid is one of the nation’s leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual revenues of
$26.1 billion.

Statements in this release that are not historical are forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “project,” “should,” and “will” and variations of such words and
similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and
involve risks, assumptions and uncertainties, including, but not limited to,
our high level of indebtedness and our ability to make interest and principal
payments on our debt and satisfy the other covenants contained in our debt
agreements, general economic, market and competitive conditions, our ability
to improve the operating performance of our stores in accordance with our long
term strategy, the continued efforts of private and public third-party payers
to reduce prescription drug reimbursements and encourage mail order and limit
access to payor networks, the ability to realize anticipated results from
capital expenditures and cost reduction initiatives, outcomes of legal and
regulatory matters and changes in legislation or regulations, including
healthcare reform. These and other risks, assumptions and uncertainties are
described in Item 1A (Risk Factors) of our most recent Annual Report on Form
10-K and in other documents that we file or furnish with the Securities and
Exchange Commission, which you are encouraged to read. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date they are made. Rite Aid expressly disclaims any current
intention to update publicly any forward-looking statement after the
distribution of this release, whether as a result of new information, future
events, changes in assumptions or otherwise.

Contact:

Rite Aid Corporation
INVESTORS:
Matt Schroeder, 717-214-8867
or investor@riteaid.com
or
MEDIA:
Susan Henderson, 717-730-7766
 
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