Rite Aid - Post Effective Date Distribution Registration Form

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IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY

	)
In re:	)	Chapter 11
	)
RITE AID CORPORATION, et al.,[1]	)	Case No. 23-18993 (MBK)
	)
Debtors.	)	(Jointly Administered)
	)

POST EFFECTIVE DATE DISTRIBUTION REGISTRATION FORM

To: Holders (together, the “Holders”) of Escrow CUSIPs in Respect of New Money DIP Notes Claims, Roll-Up DIP Notes Claims, and Class 5 – Senior Secured Notes Claims (together, the “Notes”) Entitled to Receive Distributions in Accordance with the Plan2 of Rite Aid Corporation, et al. – Case No. 23-18993 (MBK).

On August 30, 2024, (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged 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 Post Effective Date 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 were distributed on the Effective Date and are DTC eligible,

• Litigation Trust Class B Interests, which were distributed on the Effective Date and arenot DTC eligible,

• Elixir Rx Recovery, which will be distributed through the Litigation Trust, and the MedImpact Term Loan Distribution, which was 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 were distributed on the Effective Date and are DTC eligible,

• New Common Equity pursuant to the Junior DIP Noteholders Equity Distribution, which was distributed on the Effective Date and is not DTC eligible, and

• Cash distributions on account of its allocation of the Senior Secured Noteholders Real Estate Proceeds Recovery, which will be payable 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 were distributed on the Effective Date and are DTC eligible,

• New Common Equity pursuant to the Senior Secured Noteholders Equity Distribution, which was distributed on the Effective Date and is 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 via an Escrow CUSIP.

Holders of each of the New Money DIP Notes, the Roll-Up DIP Notes, and the Senior Secured Notes that did not previously validly submit the Distribution Registration form received an escrow CUSIP for purposes of receiving their non-DTC eligible distributions in accordance with their Plan treatment.

In order to receive your entitlements, you are required to tender your escrow CUSIPs 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 “Submit Post Effective Date Distribution Registration Form”. Holders may only submit their Post Effective Date 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 Post Effective Date Distribution Registration Form by October 31st, 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 non-DTC eligible distributions and shall waive their entitlements to such distributions pursuant to the Plan.

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

Default Distribution:

Holders of escrow CUSIPs that do not tender and/or provide a completed Distribution Registration Form will not receive their non-DTC eligible distributions and shall waive their entitlements to such distributions pursuant to the Plan.

[1] The last four digits of Debtor Rite Aid Corporation’s tax identification number are 4034. A complete list of the Debtors in these Chapter 11 Cases and each such Debtor’s tax identification number may be obtained on the website of the Debtors’ Claims and Noticing Agent at https://restructuring.ra.kroll.com/RiteAid. The location of Debtor Rite Aid Corporation’s principal place of business and the Debtors’ service address in these Chapter 11 Cases is 1200 Intrepid Avenue, 2nd Floor, Philadelphia, Pennsylvania 19112.

[2] The “Plan” means the Second Amended Joint Chapter 11 Plan of Reorganization of Rite Aid Corporation and its Debtor Affiliates (with Further Modifications) confirmed by the Order Approving the Disclosure Statement and Confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Rite Aid Corporation and its Debtor Affiliates (with Further Modifications) [Docket No. 4532]. Capitalized terms that are used and not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

In order to receive your non-DTC eligible distributions under the Plan, you must instruct your Nominee to electronically deliver the escrow CUSIP you received on the Effective Date into the appropriate Contra envelopes established on DTC’s ATOP platform. Following the successful submission of your escrow CUSIP 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 escrow CUSIP 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 escrow CUSIPs at separate Nominees, please complete a separate form for each such block. Once tendered, the escrow CUSIP will be frozen from trading, and will remain frozen until distributions are made.

Please check off which CUSIP(s)/ISIN(s) you hold below. If you hold the same CUSIP/ISIN through different nominees/banks/brokers you will need to submit a separate Distribution Registration Form for each.

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Rite Aid - Post Effective Date Distribution Registration Form

Introduction

Item 1. DTC ATOP Confirmation Information

Item 2. Registration Delivery Information