Rite Aid Corporation (NYSE:RAD) announced today its intention to offer $650 million aggregate principal amount of senior secured notes due 2020. The notes will be unsecured, unsubordinated obligations of Rite Aid Corporation and will be guaranteed by substantially all of Rite Aid's subsidiaries. The guarantees will be secured on a senior lien basis.
The proceeds of the offering will be used, together with available cash, to repay and retire Rite Aid's $648.0 million Tranche 4 Term Loan due 2015 under its senior secured credit facility, and to fund related fees and expenses.
Rite Aid also announced its intention to amend or replace its $1.175 billion existing revolving credit facility due 2012 with a new $1.175 billion revolving credit facility due 2015, for which Rite Aid had obtained $1.115 billion in commitments as of August 6, 2010. The new revolving credit facility is expected to have reduced pricing and a five-year maturity, although the maturity shall be April 18, 2014 in the event that Rite Aid does not repay, refinance or otherwise extend the remaining term loans under its senior credit facility prior to that time and meets certain other conditions. Rite Aid is also seeking amendments to provide more flexibility under certain covenants in its senior credit facility.
The notes offering is not subject to the entry into the new revolving credit facility or the related credit facility amendments. The entry into the new revolving credit facility and the related amendments will be contingent upon the consummation of the notes offering.
The notes and the related subsidiary guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act. The notes and the related subsidiary guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.