Rite Aid - Distribution Registration Form

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY

DISTRIBUTION REGISTRATION FORM

To: Holders (together, the “Holders”) of New Money DIP Notes Claims, Roll-Up DIP Notes Claims, and Class 5 – Senior Secured Notes Claims Entitled (together, the “Notes”) to Receive Distributions in Accordance with the Plan[2] of Rite Aid Corporation, et al. – Case No. 23-18993 (MBK).

On August 30, 2024, (the “Effective Date”), the Plan is anticipated to become effective in accordance with its terms and the Debtors will emerge from bankruptcy. In accordance with the Plan, please see below for an outline of Plan distributions for applicable Holders. The below outline of Plan distributions for applicable Holders is provided for informational purposes with respect to this Distribution Registration Form and Holders should refer to the Plan for additional information on Plan distributions. 

New Money DIP Notes Claims: Each Holder of an Allowed New Money DIP Notes Claim shall receive its Pro Rata share of:

·         Exit 1.5 Lien Notes, which will be distributed on the Effective Date and will be DTC eligible,

·         Litigation Trust Class B Interests, which will be distributed on the Effective Date and will not be DTC eligible,

·         Elixir Rx Recovery, which will be payable in cash through certain distributions expected to be made on and after the Effective Date via an Escrow CUSIP, and

·         the MedImpact Term Loan Distribution, which will be payable in cash through distributions on the Effective Date.

Roll-Up DIP Notes Claims: Each Holder of an Allowed Roll-Up DIP Notes Claim shall receive its Pro Rata share of

·         First Out Takeback Notes, which will be distributed on the Effective Date and will be DTC eligible,

·         New Common Equity pursuant to the Junior DIP Noteholders Equity Distribution, which will be distributed on the Effective Date and will not be DTC eligible, and

·         Cash distributions on account of its allocation of the Senior Secured Noteholders Real Estate Proceeds Recovery, which will be payable after the Effective Date via an Escrow CUSIP.

Class 5 - Senior Secured Notes Claims: Each Holder of an Allowed Class-5 Senior Secured Notes Claim shall receive its Pro Rata share of:

·         Second Out Takeback Notes, which will be distributed on the Effective Date and will be DTC eligible,

·         New Common Equity pursuant to the Senior Secured Noteholders Equity Distribution, which will be distributed on the Effective Date and will not be DTC eligible, and

·         Cash distributions on account of its allocation of the Senior Secured Noteholders Real Estate Proceeds Recovery, which will be payable after the Effective Date via an Escrow CUSIP. 

Holders of each of the New Money DIP Notes, the Roll-Up DIP Notes, and the Senior Secured Notes will receive an escrow CUSIP for purposes of receiving cash distributions in accordance with their Plan treatment.

In order to receive your entitlements, you are required to tender your Notes via DTC’s ATOP system, and complete and submit this Distribution Registration Form to Kroll Restructuring Administration LLC (the “Subscription Agent”) via the Subscription Agent’s electronic submission portal at https://restructuring.ra.kroll.com/Riteaid/, navigating to the Quick Links section of the site and clicking on “Distribution Registration Form”. Holders may only submit their Distribution Registration Form via the Subscription Agent’s electronic submission portal. No other forms of submission will be accepted. 

Holders are required to validly submit a completed Distribution Registration Form by August 26^th, 2024 at 5:00 pm New York City Time (the “Distribution Registration Form and ATOP Deadline”). Holders that fail to validly submit a completed Distribution Registration Form by the Distribution Registration Form and ATOP Deadline will not receive their distributions as of the Effective Date and may be required to participate in a supplemental ATOP event after the Effective Date for non-DTC eligible distributions.

DTC will create one Contra CUSIP (per original note) to accommodate this event. The tender denominations for this event are $1 minimum and $1 increments, and withdrawals are not permitted.

Default Distribution:

Noteholders that do not tender and/or provide a completed Distribution Registration Form will receive their entitlements that are DTC eligible via a mandatory exchange. Additional Escrow CUSIPs will be allocated for the purpose of delivering the non-DTC eligible entitlements at a later date, and the Debtors may require a supplemental ATOP event following the Effective Date.

In order to receive your distributions under the Plan, you must instruct your Nominee to electronically deliver your Notes into the appropriate Contra envelopes established on DTC’s ATOP platform. Following the successful submission of your Notes through ATOP, your Nominee will receive a unique ATOP Confirmation Number, also known as a “voluntary offer instruction” or “VOI.” Please provide such VOI number below in addition to the principal amount of your Notes tendered into ATOP. You may need to coordinate with your Nominee to obtain your VOI number or have your Nominee complete this section for you. If you hold separate blocks of Notes at separate Nominees, please complete a separate form for each such block. Once tendered, the Notes will be frozen from trading, and will remain frozen until the Effective Date.

Please indicate the “account type” into which the Holder will have its non-DTC eligible entitlements issued. Below are the options for “account types” that may be used in connection with registration of your non-DTC eligible entitlements.