| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/30/2024 |
3. Issuer Name and Ticker or Trading Symbol
NEW RITE AID, LLC [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Units(1) | 82,967 | I | Held by TAO Finance 3-A, LLC(2)(5) |
| Class A Units(1) | 67,335 | I | Held by Conifer Finance 3, LLC(3)(5) |
| Class A Units(1) | 14,810 | I | Held by Cypress V Finance 3, LLC(4)(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Form is with respect to securities of New Rite Aid, LLC ("New Rite Aid"), a successor to Rite Aid Corporation ("Old Rite Aid"). On August 16, 2024, the U.S. Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court") entered an order confirming the plan of reorganization (as amended, the "Plan") of Old Rite Aid and certain of its affiliates (the "Debtors"). Pursuant to the Plan, on August 30, 2024 (the "Effective Date"), Old Rite Aid, New Rite Aid, Plan Emergence Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of New Rite Aid, and certain other parties entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which Merger Sub merged with and into Old Rite Aid with Old Rite Aid surviving the merger and ultimately becoming a wholly owned subsidiary of New Rite Aid. In connection with the Plan, on the Effective Date, New Rite Aid issued the Class A Units described herein pursuant to the Plan in exchange for certain claims. |
| 2. These securities are owned directly by TAO Finance 3-A, LLC, a Delaware limited liability company. Sixth Street TAO GenPar, L.P., a Delaware limited partnership, is the manager of TAO Finance 3-A, LLC, which is ultimately indirectly controlled by Sixth Street Partners Management Company, L.P., a Delaware limited partnership ("Management Company"). Management Company is managed by its general partner, whose managing member is Alan Waxman. |
| 3. These securities are owned directly by Conifer Finance 3, LLC, a Delaware limited liability company. Sixth Street Fundamental Strategies GenPar, L.P., a Delaware limited partnership, is the manager of Conifer Finance 3, LLC, which is ultimately indirectly controlled by Management Company. Management Company is managed by its general partner, whose managing member is Alan Waxman. |
| 4. These securities are owned directly by Cypress V Finance 3, LLC, a Delaware limited liability company. Sixth Street Opportunities GenPar V, L.P., a Delaware limited partnership, is the manager of Cypress V Finance 3, LLC, which is ultimately indirectly controlled by Management Company. Management Company is managed by its general partner, whose managing member is Alan Waxman. |
| 5. Each Reporting Person disclaims beneficial ownership over the reported securities herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein. |
| Remarks: |
| Exhibit 24 - Authorization and Designation Letter, dated July 15, 2023, by Alan Waxman |
| Sixth Street Partners Management Company, L.P., By: /s/ Joshua Peck, Authorized Signatory of the GP of Sixth Street Partners Management Company, L.P. | 09/09/2024 | |
| Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman | 09/09/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
