Rite Aid Prices Offering of Senior Unsecured Notes in Connection with Its Acquisition of EnvisionRx



CAMP HILL, Pa. (March 19, 2015) - 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.

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