JPMorgan Chase Files 13D for New Rite Aid, LLC

TL;DR

**JPM** just filed a 13D on **RAD** - ownership change incoming!

AI Summary

JPMorgan Chase & Co. and its subsidiary J.P. Morgan Investment Management Inc. have filed a Schedule 13D on September 12, 2024, indicating a change in their beneficial ownership of New Rite Aid, LLC. The filing does not specify the exact number of shares or the dollar amount involved, but it signifies a shift in the investment landscape for Rite Aid.

Why It Matters

This filing signals a significant change in the ownership structure of New Rite Aid, LLC, potentially impacting its strategic direction and future performance.

Risk Assessment

Risk Level: medium — The filing indicates a change in beneficial ownership by a major financial institution, which could signal strategic shifts or financial maneuvers affecting the company's stock.

Key Players & Entities

• JPMORGAN CHASE & CO (company) — Filing entity
• J.P. MORGAN INVESTMENT MANAGEMENT INC. (company) — Filing entity subsidiary
• NEW RITE AID, LLC (company) — Subject company
• RITE AID CORP (company) — Former company name of subject

FAQ

Key Financial Figures

• $920 million — the Firm paid a total of approximately $920 million and entered into a deferred prosecution

Filing Documents

• eh240530606_13d-rad.htm (SC 13D) — 97KB
• eh240530606_ex01.htm (EX-99.1) — 279KB
• eh240530606_ex02.htm (EX-99.2) — 137KB
• eh240530606_ex03.htm (EX-99.3) — 5KB
• 0000950142-24-002364.txt ( ) — 520KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (“Schedule 13D”) relates to the common units representing limited liability company interests (the “Class A Units”), of New Rite Aid, LLC (as successor to Rite Aid Corporation), a Delaware limited liability company. References to the “Issuer” contained herein refer to Rite Aid Corporation prior the Effective Date (as defined herein) and New Rite Aid, LLC as of and following the Effective Date. The principal executive office of the Issuer is located at 1200 Intrepid Avenue, 2nd Floor, Philadelphia, Pennsylvania 19112. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the “ Reporting Persons ”): i. JPMorgan Chase & Co. (“ JPMorgan ”) ii. J.P. Morgan Investment Management Inc. (“ JPMIM ”) The address of the principal business office of JPMorgan is: 383 Madison Avenue New York, New York 10179 The address of the principal business office of JPMIM is: 383 Madison Avenue New York, New York 10179 JPMorgan and JPMIM are corporations organized under the laws of the State of Delaware. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons are set forth on Schedule A hereto (collectively, the “ Related Persons ”). JPMorgan and its subsidiaries provide diversified global financial services and products. JPMIM primarily provides investment advisory services to U.S. and non-U.S institutional and retail clients. JPMIM is the investment manager of certain funds and other clients who are direct holders of the Class A units. During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule B, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable. CUSIP No. N/A SCHEDULE 13D Page 5 of 11

Purpose of Transaction

Item 4. Purpose of Transaction. The Class A Units reported in this Schedule 13D were acquired by the Reporting Persons in connection with the emergence from bankruptcy proceedings of the Issuer and certain of its affiliates in exchange for cash and claims, as described below. On August 16, 2024, the United States Bankruptcy Court for the District of New Jersey entered an order confirming the plan of reorganization (as amended, the “Plan”) of Rite Aid Corporation and certain of its affiliates. Pursuant to the Plan, on August 30, 2024 (the “Effective Date”), Rite Aid Corporation, New Rite Aid, LLC, Plan Emergence Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of New Rite Aid, LLC, and certain other parties entered into an agreement and plan of merger pursuant to which Merger Sub merged with and into Rite Aid Corporation with Rite Aid Corporation surviving the merger and ultimately resulting in Rite Aid Corporation being a wholly owned subsidiary of New Rite Aid, LLC. In connection with the Plan, on the Effective Date, the Issuer issued the Class A Units to certain funds and accounts managed by JPMIM or its affiliates pursuant to the Plan in exchange for certain claims. Board of Directors of the Issuer In connection with the Plan and pursuant to the Amended and Restated Limited Liability Company of the Issuer, dated as of the Effective Date (the “LLC Agreement”), the Reporting Persons have appointed Andrew Guest to serve as a member of the Board of Directors of the Issuer, effective immediately. The foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the LLC Agreement, which is filed hereto as Exhibit 1 and is incorporated by reference herein. The Class A Units reported herein are held for investment purposes, but the Reporting Persons may review and evaluate strategic alternatives, opportunities to increase value,

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The ownership percentage appearing on such cover pages has been calculated based on 1,000,000 Class A Units outstanding as of August 30, 2024 as provided by the Issuer. (c) The disclosure in Items 4 and 6 is incorporated by reference herein. Except for the information set forth herein, none of the Reporting Persons has effected any transaction related to the Class A Units during the past 60 days. (d) Except for the clients of the JPMIM and its affiliates which are the direct holders of the Class A Units, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Units that may be beneficially owned by the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The responses to Items 3, 4 and 5 are incorporated by reference into Item 6. Registration Rights Agreement On the Effective Date, the Issuer, certain of the Reporting Persons and certain other beneficial and record holders of the Class A Units entered into (or were deemed to have entered into) a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer granted certain demand registration rights and piggyback rights to such holders with respect to the Class A Units, following the consummation of an initial public offering. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed hereto as Exhibit 2 and is incorporated by reference herein. Other Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed hereto as Exhibit 3, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 1 – Amended and Restated Limited Liability Company Agreement of New Rite Aid, LLC, dated as of August 30, 2024 Exhibit 2 – Registration Rights Agreement, dated as of August 30, 2024 Exhibit 3 – Joint Filing Agreement of the Reporting Persons CUSIP No. N/A SCHEDULE 13D Page 7 of 11 SCHEDULE A-1 Set forth below is the name and present principal occupation or employment of each director and executive officer of JPMorgan Chase & Co. The business address of each of the directors and executive officers is c/o JPMorgan Chase & Co., 383 Madison Avenue, New York, NY, 10179. Name JPMorgan Chase & Co. Directors and Executive Officers Present Principal Occupation or Employment Citizenship Linda B. Bammann Director of JPMorgan Chase & Co. and Retired Deputy Head of Risk Management of JPMorgan Chase & Co. United States Stephen B. Burke Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of NBCUniversal, LLC United States Todd A. Combs Director of JPMorgan Chase & Co. and Chairman, President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc. United States Alicia Boler Davis Director of JPMorgan Chase & Co. and Chief Executive Officer of Alto Pharmacy, LLC United States James Dimon Director of JPMorgan Chase & Co. and Chairman of the Board and Chief Executive Officer United States Alex Gorsky Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of Johnson & Johnson United States Mellody Hobson Director of JPMorgan Chase & Co. and Co-Chief Executive Officer and President of Ariel Investments, LLC United States Phebe N. Novakovic Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of General Dynamics Corporation United States Virginia M. Rometty Director of JPMorgan Chase & Co. and Retired Executive Chairman, President and Chief Ex

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