Page 6 of 10 – SEC Filing Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on their belief that the Shares are undervalued and represent an attractive investment opportunity. The Reporting Persons intend to engage in discussions with the Issuer’s management and board of directors, other stockholders of the Issuer, and other interested parties regarding, without limitation, the Issuer’s recently announced agreement to acquire 865 stores and certain assets of Rite Aid Corporation as well as the Issuer’s operating performance, capital allocation, governance, board composition, and strategic plans.
The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of shares of Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, conditions in securities markets, and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Issuer’s Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings relating to the Issuer, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Shares reported owned by each person named herein is based upon 37,419,740 Shares outstanding as of December 2, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2016. A. Opportunities
(a) As of the close of business on December 22, 2016, Opportunities beneficially owned 9,275,000 Shares.
Percentage: Approximately 24.8% (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 9,275,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 9,275,000
(c) The transactions in the Shares by Opportunities during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
B. Alden
(a) Alden, as the investment manager of Opportunities, may be deemed the beneficial owner of the 9,275,000 Shares owned by Opportunities.
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| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on their belief that the Shares are undervalued and represent an attractive investment opportunity.
The Reporting Persons intend to engage in discussions with the Issuer’s management and board of directors, other stockholders of the Issuer, and other interested parties regarding, without limitation, the Issuer’s recently announced agreement to acquire 865 stores and certain assets of Rite Aid Corporation as well as the Issuer’s operating performance, capital allocation, governance, board composition, and strategic plans.
The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of shares of Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, conditions in securities markets, and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Issuer’s Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings relating to the Issuer, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 37,419,740 Shares outstanding as of December 2, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2016.
| A. | Opportunities |
| | (a) | As of the close of business on December 22, 2016, Opportunities beneficially owned 9,275,000 Shares. |
Percentage: Approximately 24.8%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 9,275,000 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 9,275,000 |
| | (c) | The transactions in the Shares by Opportunities during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Alden |
| | (a) | Alden, as the investment manager of Opportunities, may be deemed the beneficial owner of the 9,275,000 Shares owned by Opportunities. |
Percentage: 24.8%
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