Item 4 — Purpose of Transaction
Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On March 6, 2025, the Issuer announced that it had entered into a definitive agreement (the "Merger Agreement" and such transaction, the "Merger") to be acquired by an entity affiliated with Sycamore Partners, L.P. ("Sycamore") for total consideration consisting of $11.45 per share of Common Stock in cash at closing and one non-transferable right (a "DAP Right") to receive up to $3.00 per share of Common Stock from the future monetization of Issuer's debt and equity interests in VillageMD (the "Transaction"). Beginning on September 23, 2024, the various indications of interest submitted by Sycamore to the Board of Directors of the Issuer (the "Board") indicated that Sycamore's proposed financing for any acquisition of the Issuer assumed that a significant minority portion of the common equity would be funded by existing stockholders of the Issuer rolling over their shares of Common Stock. At various meetings of the Board to discuss these indications of interest, including the feasibility of the proposed financing, Pessina informed the Board that, should the Board determine a transaction with Sycamore would be in the best interests of all stockholders, and only at the request of the Board, he would consider taking any reasonable action necessary to facilitate such transaction, including evaluating any request from Sycamore that he consider rolling over all or part of his shares of Common Stock. Pessina also stated that he would only engage with Sycamore about a potential rollover of his shares of Common Stock when appropriate and only with the Board's full knowledge and approval, and that he would not condition his support of any transaction on his ability to participate. On February 2, 2025, Sycamore stated its desire to discuss a potential rollover investment with Pessina. Based on the advice of management and its advisors, and after the Issuer had reached an understanding on price terms with Sycamore (subject to confirmatory due diligence and documentation), the Board concluded that Sycamore would not have the necessary financing to be able to proceed with the proposed Transaction unless Pessina and the other Reporting Persons agreed to roll over all or a substantial portion of their shares of Common Stock. Accordingly, on February 13, 2025, to assist the Board in determining the feasibility of the proposed Transaction, and in response to Sycamore's request to discuss a rollover investment with Pessina, the Board adopted a resolution requesting and authorizing Pessina to engage in exploratory discussions with Sycamore concerning the potential terms of a rollover investment, including the terms that would apply to Pessina's involvement in the Issuer after the closing of the proposed Transaction (the "Requested Discussions"). The resolution further requested Pessina to report on the progress of such discussions to the Board, at its request, in order to allow the Board to consider further the feasibility of the proposed Transaction. In adopting the resolution the Board acknowledged that Pessina had stated that he had formed no view as to his willingness to roll over his shares of Common Stock in connection with the proposed Transaction. Pursuant to the foregoing Board resolution, Pessina engaged in the Requested Discussions with representatives of Sycamore commencing on February 14, 2025. On February 27, 2025, a representative of Pessina reported to a representative of the Board (which was subsequently reported to the Board on February 28, 2025) that Pessina believed that reaching an agreement with Sycamore with respect to the terms on which the Reporting Persons could agree to reinvest the proposed cash consideration otherwise receivable pursuant to the potential Transaction remained possible, but that no agreement had yet been reached as to the material terms of any such reinvestment and that discussions were ongoing. Further, Pessina understood that it could not be assured that the ongoing discussions between Sycamore and the Issuer would result in any definitive agreement being reached with respect to the potential Transaction. Sycamore and Pessina continued the Requested Discussions through March 5, 2025. On March 5, 2025, Pessina and Sycamore reached an agreement on the material terms of the proposed reinvestment by the Reporting Persons and the terms of their continued involvement with the Issuer on completion of the proposed Transaction subject to the Issuer and Sycamore reaching final agreement on the terms of the Merger Agreement. On March 6, 2025, the Board approved the final terms of the fully financed offer presented by Sycamore, including the Merger Agreement. Immediately following the execution of the Merger Agreement, Pessina and ASP and entities affiliated with Sycamore, among others, executed documentation governing the terms of the reinvestment and the terms of the Reporting P