Mastermind · real public case
Rite Aid Corporation — 8.000% Senior Secured Notes due 2026
Rite Aid filed for Chapter 11 on 15 October 2023. Would these notes be deliverable? Walk through the assessment, the contract terms that matter and the clause behind each finding.
Real public caseThe documents are Rite Aid’s own SEC filings: two 8-Ks reporting the Chapter 11 filing and the indenture for the notes. It is not legal advice or a Determinations Committee decision. Sources: 8-K/A on the Chapter 11 filing, 8-K on the Chapter 11 filing, Indenture for the notes, 27 July 2020.
Key points
Conclusion8.000% Senior Secured Notes due 2026: likely eligible — all 7 checks pass.
- Likely eligible8.000% Senior Secured Notes due 2026 — all 7 checks pass
- Would change it
- A later amendment changing seniority, currency, maturity, form or transferability, or a write-down feature not in the uploaded documents, would reverse this conclusion. Re-run with any supplement.
Current assessment · 8.000% Senior Secured Notes due 2026
Likely eligibleas a deliverable obligation
All deterministic characteristics satisfied.
- Checks passed
- 7 of 7
- Failed
- 0
- Under review
- 0
- Not established
- 0
Known facts
What the documents establish
| Fact | Value found | Used by | Source |
|---|---|---|---|
| Issuer | Rite Aid Corporation | Reference entity | “RITE AID CORPORATION, a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of [ ] Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on November 15, 2026.” |
| Reference entity | Rite Aid Corporation | Reference entity | |
| Currency | USD | Specified currency | “Subject to Section 2.03, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $849,918,000 (the “ Original Securities ”), provided that no Opinion of Counsel shall be require…” |
| Maturity date | 2026-11-15 | Maximum maturity | “promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of [ ] Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on November 15, 2026” |
| Seniority | Senior | Not subordinated | “8.000% Senior Secured Notes due 2026” |
| Bearer | Registered | Not bearer | “Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”), Securities initially…” |
| Contingent | No contingency clause found | Not contingent | No write-down, conversion or loss-absorption clause in the indenture |
| Transferable | No restriction found | Transferable | No clause requiring the issuer's consent to transfer |
Reasoning
How the assessment was reached
- Reference entityPass
Issuer "Rite Aid Corporation" matches the Reference Entity.
- Specified currencyPass
Payable in USD, which is a Specified Currency (USD, EUR, JPY, GBP, CHF, CAD).
- Maximum maturityPass
Matures 2026-11-15: from any Delivery Date after the 2023-10-15 credit event, the remaining maturity is within the 30-year Maximum Maturity.
- Not subordinatedPass
The obligation is described as senior (not subordinated).
- Not bearerPass
The obligation is in registered form, not bearer form.
- Not contingentPass
No clause making principal contingent on an event other than payment was found in the documents.
- TransferablePass
No clause restricting transfer (such as a required issuer consent) was found in the documents. Rule 144A and Regulation S legends are disregarded under the Definitions.
- Required facts presentPass
All core facts present.
Relevant contract terms
Each deliverable-obligation characteristic, what it asks, what the documents say, and the result. Term summaries follow the 2014 ISDA Credit Derivatives Definitions; your confirmation governs.
- Contract language
- Source
- Interpretation
- Pass
Deliverable Obligation requirement
Reference Entity
What the term asksThe obligation must be an obligation of the Reference Entity named in the trade: issued by it (a co-issuer counts when the co-issuers are jointly and severally liable for the whole amount), or guaranteed by it under a Qualifying Guarantee. When the Reference Entity guarantees another company's bond, Mastermind lists the guarantee findings and leaves the decision to you. A successor needs separate analysis.
What the documents sayNo. [[ ●]] 3 /[[●]] 4 RITE AID CORPORATION, a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of [ ] Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on November 15, 2026. Interest Payment Dates: January 15 and July 15, commencing on January 15, 2021. Record Dates: January 1 and July 1. * Insert for Definitive Securities. ** Insert for Global Securities. If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 1 Insert for Rule 144A Note 2 Insert for Reg. S Note 3 Insert for Rule 144A Note 4 Insert for Reg. S Note 3
ResultIssuer "Rite Aid Corporation" matches the Reference Entity.
- Pass
Deliverable obligation characteristic
Specified Currency
What the term asksThe obligation must be payable in a Specified Currency. Where none is specified, the Standard Specified Currencies apply (CAD, JPY, CHF, GBP, USD and EUR).
What the documents saySubject to Section 2.03, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $849,918,000 (the “ Original Securities ”), provided that no Opinion of Counsel shall be required with respect to the Original Securities on the Issue Date. With respect to any Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Original Securities pursuant to Section 2.07, 2.08, 2.09, 3.06, 4.06 or 4.13 or Appendix A), there shall be established in or pursuant to a Board Resolution, and subject to Section 2.03, set forth, or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities: (1) whether such Securities shall be issued as part of a new or existing series of Securities and, if issued as part of a new series, the title of such Securities (which shall distinguish the Securities of the series from Securities of any other series);
ResultPayable in USD, which is a Specified Currency (USD, EUR, JPY, GBP, CHF, CAD).
- Pass
Deliverable obligation characteristic
Maximum Maturity
What the term asksThe remaining maturity must not exceed the maximum in the confirmation (30 years is the usual standard).
What the documents sayNo. [[ ●]] 3 /[[●]] 4 RITE AID CORPORATION, a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of [ ] Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on November 15, 2026. Interest Payment Dates: January 15 and July 15, commencing on January 15, 2021. Record Dates: January 1 and July 1. * Insert for Definitive Securities. ** Insert for Global Securities. If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 1 Insert for Rule 144A Note 2 Insert for Reg. S Note 3 Insert for Rule 144A Note 4 Insert for Reg. S Note 3
ResultMatures 2026-11-15: from any Delivery Date after the 2023-10-15 credit event, the remaining maturity is within the 30-year Maximum Maturity.
- Pass
Deliverable obligation characteristic
Not Subordinated
What the term asksThe obligation must not be subordinated to the Reference Obligation (or the Prior Reference Obligation, if applicable). When the Reference Entity owes the bond through a guarantee, a clause subordinating its guarantee counts too; wording that does not clearly name the Reference Entity's guarantee is left for your review.
What the documents say8.000% Senior Secured Notes due 2026
ResultThe obligation is described as senior (not subordinated).
- Pass
Deliverable obligation characteristic
Not Bearer
What the term asksThe obligation must not be a bearer instrument, unless it is cleared through Euroclear, Clearstream or another recognised clearing system.
What the documents say(a) Global Securities. Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”), Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more global securities (collectively, the “Regulation S Global Security”) and, subject to Section 2.4 hereof, Securities transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, fully registered form (collectively, the “IAI Global Security”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The Rule 144A Global Security, IAI Global Security, and Regulation S Global Security are collectively referred to herein as “Global Securities.” The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.
ResultThe obligation is in registered form, not bearer form.
- Pass
CDSBench check
Not Contingent
What the term asksThe outstanding principal must not be capable of reduction because of a contingency. Under the 2014 Definitions this is handled through the Outstanding Principal Balance rather than as a separate characteristic; Mastermind checks it explicitly.
What the documents sayDecided by absence: no clause making principal contingent was found.
ResultNo clause making principal contingent on an event other than payment was found in the documents.
- Pass
Deliverable obligation characteristic
Transferable
What the term asksThe obligation must be transferable to institutional investors without contractual, statutory or regulatory restriction. For loans, the Assignable Loan and Consent Required Loan characteristics apply instead; Mastermind marks this test for review and does not test those yet.
What the documents sayDecided by absence: no clause restricting transfer (such as a required issuer consent) was found. Rule 144A and Regulation S legends are disregarded under the Definitions.
ResultNo clause restricting transfer (such as a required issuer consent) was found in the documents. Rule 144A and Regulation S legends are disregarded under the Definitions.
- Pass
CDSBench check
Record completeness
What the term asksMastermind's own check that the facts needed for the tests above were found in the documents. It is not an ISDA term.
What the documents sayNot a clause test: this checks what the record contains.
ResultAll core facts present.
Evidence
Every section of the case documents the analysis relies on, and what relies on it. Select a section to read it in context.
- Conclusion
- Interpretation
- Contract language
- Fact
- Source
- Uncertainty
Indenture dated July 27, 2020, 8.000% Senior Secured Notes due 2026 (EX-4.1)7 cited of 654 sections
- Filings not cited by any test: Rite Aid 8-K/A (Amendment No. 1), Item 1.03 Bankruptcy, Chapter 11 petition 2023-10-15; Rite Aid original 8-K filed 2023-10-16 (Items 1.03 and 2.04)
ConclusionConclusion
Likely eligibleReasoning that relies on this sectionContract language
- Likely eligibleAssessment
- PassNot bearer
EvidenceSource
The Securities will be offered and sold by (cont.) DOC-3#S556
(a) Global Securities. Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”), Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more global securities (collectively, the “Regulation S Global Security”) and, subject to Section 2.4 hereof, Securities transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, fully registered form (collectively, the “IAI Global Security”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The Rule 144A Global Security, IAI Global Security, and Regulation S Global Security are collectively referred to herein as “Global Securities.” The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.
Original sourceSource
Indenture dated July 27, 2020, 8.000% Senior Secured Notes due 2026 (EX-4.1) · document 3, section 556
The text above is the section exactly as extracted from the filing. Highlights mark the words the tests relied on.
Missing information
What is not available
Nothing the tests needed is missing from the documents.
Open questions
What remains to be investigated
No test is contested on this record.
Scenarios
What could change the conclusion
- InterpretationLater documents
A later amendment changing seniority, currency, maturity, form or transferability, or a write-down feature not in the uploaded documents, would reverse this conclusion. Re-run with any supplement.
- SourceDeterminations
A Credit Derivatives Determinations Committee resolution on the event or on deliverable obligations would govern trades that reference it, whatever this analysis concludes.
Scenarios are derived from the test results above; they are prompts for investigation, not predictions.
Summary
Rite Aid Corporation — all instruments
| Instrument | Assessment | Key issue | Checks passed |
|---|---|---|---|
| US767754CL62 | Likely eligible | — | 7/7 |
Related cases
Related published cases
No comparable published cases yet.
Reproducibility
How this result was produced
- Engine
- Mastermind v3
- Pipeline
- 2026.09.15-6
- AI mode
- Live AI model
- Ran at
- 2026-09-25 05:37 UTC
- Documents · sections
- 3 · 763
Decision support, not legal advice and not a Credit Derivatives Determinations Committee determination.
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