rite8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report: January 16, 2009
Rite
Aid Corporation
(Exact
name of registrant as specified in its charter)
Delaware
|
1-5742
|
23-1614034
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
30
Hunter Lane, Camp Hill, Pennsylvania 17011
(Address
of principal executive offices, including zip code)
(717)
761-2633
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Under the terms of the Receivables
Financing Agreement dated as of September 21, 2004 (as amended, the “Receivable
Financing Agreement”), Rite Aid Corporation (the "Company") sells substantially
all of its eligible third party pharmaceutical receivables to a special purpose
entity ("SPE") and retains servicing responsibility (the "Existing Facility").
The assets of the SPE are not available to satisfy the creditors of any other
person, including any of the Company’s affiliates. These agreements provide for
the Company to sell, and for the SPE to purchase, these receivables. The SPE
then transfers interests in these receivables to various commercial paper
vehicles ("CPVs"). Under the terms of the securitization agreements,
the total amount of interest in receivables that can be transferred to the CPVs
is $650 million. The amounts available to the Company under the Receivables
Financing Agreement are dependant upon a formula that takes into account such
factors as write-off history, receivable concentrations and other
adjustments. Adjustments to the formula are at the discretion of the
CPVs. Should any of the CPVs fail to renew their commitment under
these agreements, the Company has access to a backstop facility, which is backed
by the CPVs, and which expires in September 2010, to provide receivable
financing to the Company. Similar to the Receivable Financing
Agreement, amounts available under the backstop facility would be dependent upon
a formula that takes into account such factors as default history, obligor
concentrations and potential dilution and adjustments to the formula would be at
the discretion of the banks.
On
January 15, 2009, the Company entered into an amendment to its Receivables
Financing Agreement and a related fee letter (the "Amendment"), by
and among Rite Aid Funding II, CAFCO, LLC, CRC FUNDING, LLC, Falcon Asset
Securitization Company LLC, Variable Funding Capital Company LLC, as the
investors, Citibank, N.A. ("Citibank"), JPMorgan Chase Bank, N.A. ("JPMorgan")
and Wachovia Bank, National Association ("Wachovia"), as the banks, Citicorp
North America, Inc. ("CNAI"), as program agent, CNAI, JPMorgan and Wachovia, as
investor agents, Rite Aid Hdqtrs. Funding, Inc., as collection agent, and
certain other parties thereto as originators, extending their commitment to the
Receivables Financing Agreement, which had been scheduled to expire on January
15, 2009, to January 22, 2009 (the "Extension Period"). As a
result of the Amendment, the Company will not currently use the
backstop facility and has the time to further negotiate and implement the
renewal described below.
The
Amendment also modifies the program and liquidity fees under the Receivables
Financing Agreement. The program fee has been modified from LIBOR
plus 1.25% to LIBOR plus 2.00% of the receivables funded by the CPV’s. The
liquidity fee has been modified from 1.50% to 3.50% of the total securitization
agreement commitment of $650,000,000.
The
Company is currently negotiating a renewal of the Existing Facility to take
effect following expiration of the Extension Period. The Company can
give no assurance, however, that it will be able to obtain a renewal of the
Existing Facility on favorable terms or at all. As previously
disclosed, the Company expects that its availability to borrow under the
facility will decrease due to expected changes in obligor
concentrations. Depending on the outcome of the renewal negotiations,
the Company may seek alternate sources of liquidity to offset any reduction in
borrowing and/or utilize the backstop facility referred to above.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the Amendment, which is filed as Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits.
99.1
Amendment No. 9 to Receivables Financing Agreement, dated January 15,
2009
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
Date:
January 16, 2009
|
By:
|
/s/
Robert B. Sari
|
|
Name:
|
Robert
B. Sari
|
|
Title:
|
Executive
Vice President,
|
|
|
General
Counsel and Secretary
|
Exhibit
Index
Exhibit
No.
|
Description
|
|
|
99.1
|
Amendment
No. 9 to Receivables Financing Agreement, dated January 15,
2009
|