Rite Aid Corporation (NYSE:RAD) announced today its intention to offer $400 million aggregate principal amount of senior secured notes due 2016 (the "Notes"). 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 offering is part of the previously announced comprehensive plan to refinance Rite Aid's September 2010 debt maturities. Rite Aid said it has obtained the amendments to its Senior Secured Credit Facility necessary to complete the refinancing.

Also included in the refinancing is a new $525 million term loan due June 2015 ($125 million more than previously announced) under Rite Aid's Senior Secured Credit Facility. Proceeds from the new term loan, which is scheduled to close on June 10, 2009, will be used to refinance the $145 million Tranche 1 Term Loan due September 2010 under Rite Aid's Senior Secured Credit Facility, repay and cancel a portion of the commitments outstanding under Rite Aid's existing $1.75 billion senior secured revolving credit facility also due September 2010, and for fees and other expenses.

As part of the refinancing, Rite Aid is also seeking to enter a new $1.0 billion senior secured revolving credit facility due September 2012 (the "New Revolver"), for which it has obtained $900 million in commitments. Rite Aid intends to use the net proceeds from the offering of the Notes, together with borrowings under the New Revolver, to repay the remaining amounts outstanding and replace Rite Aid's existing revolving credit facility and to fund related fees and expenses.

The Notes offering is not contingent upon the entry into the New Revolver, which is subject to successful syndication and satisfaction of customary closing conditions. In the event that the New Revolver is in an amount less than $1.0 billion, Rite Aid may seek to offer additional Notes or other indebtedness, which may be secured. The offering is subject to market and other customary conditions.

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.