Rite Aid Prices Offering of Senior Unsecured Notes in Connection with Its Acquisition of EnvisionRx
20 March 2015 - 8:29AM
Business Wire
Rite Aid Corporation (NYSE: RAD) announced today the terms of an
offering of $1.8 billion aggregate principal amount of 6.125%
senior unsecured notes due 2023 (the "Notes"). Rite Aid intends to
use the net proceeds of the offering, together with other available
cash, to fund the cash portion of the consideration and related
fees and expenses payable by Rite Aid to equity holders of Envision
Pharmaceutical Services ("EnvisionRx") upon closing of Rite Aid's
previously announced acquisition of EnvisionRx. In the event the
acquisition is not completed, Rite Aid has the ability to use the
net proceeds to refinance certain of its existing indebtedness or
to redeem the Notes.
Rite Aid also announced today that the U.S. Federal Trade
Commission (FTC) granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR
Act), effective as of March 9, 2015, with respect to Rite Aid’s
pending acquisition of EnvisionRx. The early termination of the
waiting period under the HSR Act satisfies one of the conditions to
the closing of the pending acquisition, which remains subject to
regulatory approvals and other customary closing conditions. The
acquisition is expected to close by September 2015.
The Notes will be unsecured, unsubordinated obligations of Rite
Aid and will be fully and unconditionally guaranteed, jointly and
severally, on an unsubordinated basis, by substantially all of Rite
Aid's subsidiaries, and, upon completion of the acquisition, by
EnvisionRx and certain of its domestic subsidiaries.
The offering is expected to close on April 2, 2015, subject to
customary closing conditions. The offering of the Notes is not
conditioned upon the completion of the acquisition. There can be no
assurance that the acquisition will be completed on the terms
described herein or at all.
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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Rite Aid is one of the nation's leading drugstore chains with
4,570 stores in 31 states and the District of Columbia and fiscal
2014 annual revenues of $25.5 billion.
FORWARD-LOOKING STATEMENTS
Statements, including those regarding the impact of the
transaction contemplated hereby on Rite Aid's future financial
performance, 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, Rite Aid's ability to
complete the acquisition of EnvisionRx and realize the benefits of
the transaction, EnvisionRx's ability to meet its projected 2015
revenue and EBITDA targets, 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, industry and competitive conditions, the
risk that EnvisionRx's business will not be successfully integrated
with Rite Aid's business, costs associated with the merger, delays
and other matters arising in connection with the parties' efforts
to comply with and satisfy applicable regulatory approvals and
closing conditions relating to the transaction, risks associated
with the financing of the transaction, other events that could
adversely impact the completion of the transaction, our ability to
improve the operating performance of our stores in accordance with
our long term strategy, the impact of private and public
third-party payers continued reduction in prescription drug
reimbursements and efforts to encourage mail order, our ability to
manage expenses and our investments in working capital, 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.
Rite Aid CorporationINVESTORS:Matt Schroeder,
717-214-8867investor@riteaid.comorMEDIA:Susan Henderson,
717-730-7766
Rite Aid (NYSE:RAD)
Historical Stock Chart
From Apr 2024 to May 2024
Rite Aid (NYSE:RAD)
Historical Stock Chart
From May 2023 to May 2024