Item 8.01. Other Events.

On February 14, 2012, Rite Aid Corporation (the "Company") announced the terms of an offering (the "Notes Offering") of $481.0 million aggregate principal amount of 9.25% Senior Notes due 2020 (the "Notes"). The Notes will be unsecured, unsubordinated obligations of the Company and will be guaranteed by substantially all of the Company's subsidiaries. The Notes Offering is expected to close on February 27, 2012, subject to customary closing conditions.

The proceeds of the Notes Offering will be used, together with available cash, to fund the Company's previously announced tender offer (the "Tender Offer") for any and all of its outstanding 8.625% Senior Notes due 2015. The Company expects to call for redemption any 8.625% Senior Notes due 2015 that are not tendered in the Tender Offer.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Notes and the related subsidiary guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release announcing the pricing of the Notes Offering, dated February 14, 2012.

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