Rite Aid Announces First Closings of Asset Sale to Walgreens Boots Alliance

Rite Aid Corporation (NYSE: RAD) today announced that it has completed the pilot closing and first subsequent closings under the amended and restated asset purchase agreement entered into on September 18, 2017, resulting in the transfer of 97 Rite Aid stores and related assets to Walgreens Boots Alliance, Inc. (Nasdaq: WBA). Under the amended and restated agreement, WBA will purchase a total of 1,932 stores, three distribution centers and related inventory from Rite Aid for an all-cash purchase price of $4.375 billion on a cash-free, debt-free basis. Rite Aid and WBA expect to continue to transfer ownership of the stores in phases over the coming months, with the goal being to complete the store transfers in spring of 2018. The majority of the closing conditions have been satisfied, and the subsequent transfers of Rite Aid stores and related assets remain subject to minimal customary closing conditions applicable only to the stores being transferred at such subsequent closing, as specified in the asset purchase agreement.

“Successfully completing the pilot closing and first subsequent closings marks an important step in realizing the full benefits of this transaction,” said Rite Aid Chairman and CEO John Standley. “I am proud of the entire Rite Aid team for their commitment and dedication to helping us reach this milestone. I also want to thank our team for their continued support as we complete the transfer process over the next several months and implement our plans to deliver improved results.”

Rite Aid expects to use a substantial majority of the net proceeds from the transaction to repay existing indebtedness thereby improving the company’s leverage levels. Additionally, Rite Aid currently expects to incur a minimal cash tax payment on this transaction, as the gain it will record on the sale of the assets is expected to be largely offset by its net operating loss carryforwards.

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