In This Article:
Since it was first announced in October 2022, The Enquirer has tracked Kroger’s $25 billion bid to take over rival Albertsons.
In December 2024, the deal died less than 24 hours after two judges ruled against the merger proposal in separate antitrust cases.
One of the largest retail merger deals ever, the proposed acquisition involved nearly 5,000 stores nationwide and drew controversy, attracting the opposition of politicians as well as consumer and union groups.
While some recent mergers in tech and other industries sport larger dollar values, other numbers revealed the outsize impact of a Kroger-Albertsons combination. The more than 700,000 employees at both companies represent one out of six of all U.S. supermarket, supercenter and warehouse club workers. The rivals' combined $170 billion food sales are nearly a fifth of America's $1 trillion grocery market.
After 15 months of investigating, regulators at the Federal Trade Commission filed on Feb. 26 a federal lawsuit in U.S. District Court in Oregon to oppose the deal from taking place. State attorneys general from Washington and Colorado had already filed their own antitrust suits against the deal.
Have story ideas or questions? Email business reporter Alex Coolidge, who covers Kroger and Greater Cincinnati's other major corporations.
Here are highlights of how we’ve covered the merger:
2024:
What killed the deal?
Antitrust experts say a few key factors jumped out in the judges' rulings halting the proposed Kroger-Albertsons merger. Among them: judges weren't swayed by the grocers' broader vision of the competitive landscape. They were also concerned about the proposed buyer of hundreds of stores set for divestiture.
It's over: Albertsons pulls out of deal, sues Kroger
Less than a day after two unfavorable court rulings, Albertsons has called off the merger. The Boise, Idaho-based grocer is also suing its former suitor "for billions" for allegedly botching the proposal's chances of getting regulatory approval.
'I think this merger is dead' Experts weigh possible appeals
Antitrust legal experts say appeals are possible but the odds just got a lot worse for the proposed merger. The companies face months of legal battles in both federal and state courts.
Blocked: Federal and Washington state judge rule against Kroger-Albertsons merger
Though both decisions are subject to appeal, the rulings will at least add several months of delays to the proposed deal. Both retailers separately expressed disappointment and said they were evaluating their legal options.
A ruling is scheduled to be issued
Nearly two months after the trial in Washington, a judge is set to render his decision in the case.
Two state trials concluded, decisons loom
With the conclusion of the state antitrust trials in Washington and Colorado in October, here's a legal recap on the challenges to the Kroger-Albertsons merger.
Grocery workers express fears and skepticism as decision over merger proposal looms
Ten Kroger and Albertsons workers told The Enquirer they have concerns about their future and about grocers' claims about the benefits of the deal.
Colorado AG office rails against Kroger's divestiture
In opening remarks, an attorney for the state called grocery supplier C&S Wholesale Foods a "liquidator" while casting doubt on the company's ability to be a viable competitor.
Federal case concludes in Portland, judge promises to deliberate 'quickly'
Kroger, Albertsons and the FTC delivered closing arguments in the preliminary hearing in Portland, Oregon. Judge Adrienne Nelson offered no timeline for issuing her decision but promised to “work as quickly as possible.”
Washington state antitrust trial begins in Seattle
As the federal hearing wraps up, Washington Attorney General Bog Ferguson's antitrust case begins.
Who's winning the federal antitrust case?
Antitrust legal experts weigh in on the testimony and legal wrangling so far.
How will this end?
As the hearing winds down, a look at the steps ahead.
'A banana is a banana.' and other things they said
Six key quotes on the witness stand during the hearing (and why they matter).
Kroger, Albertsons CEOs make their pitch, face questions on the stand
Kroger CEO Rodney McMullen stressed growing competition from nontraditional competitors, adding that Walmart was the "No. 1 competitor." He also said the merger was a "watershed" moment for Kroger.
Albertsons CEO Vivek Sankaran faced tough questions over hundreds of deleted texts he and other executives were supposed to save when they began shopping the company for sale. Regultors also asked Sankaran about his $43 million golden parachute if the deal goes through.
What's in like to be in the courtroom with the FTC, Kroger and Albertsons?
So many lawyers, more than a few corporate VIPs and no electronics for spectators.
Who is Adrienne Nelson?
A short profile of the federal judge who will preside and decide in the "mini-trial" over the Kroger-Albertsons merger.
A Biden appointee, she took the federal bench in 2023 after serving five years on the Oregon Supreme Court. She credits an early struggle for leading her into a legal career.
C&S Wholesale exec's text messages stir skeptic's worst fears
On the stand a senior vice president of C&S Wholesale Grocers was grilled about texts she exchanged with a colleague mocking acquisitions by her company.
Fred Meyer workers go on strike at Kroger subsidiary in Portland
The only local that had previously supported the merger accused the grocer of violating its contract and called for a week-long strike. The move prompted 4,500 UFCW workers to walk off the job at 28 stores throughout the region.
Kroger reveals the stakes, admits consumer savings will favor Albertsons
In the first day of the hearing, a Kroger attorney said the deal "will not occur" if regulators win the court order they seek. Attorneys for the grocers also revealed that Kroger will "invest" the $1 billion in promised savings toward lowering prices at Albertsons, which average about 12% higher.
Finally, retailers and regulators prepare to face off
A quick recap of the issues before the "mini-trial" begins in Portland. Also, one last-minute twist: Kroger sues the FTC challenging the constitutionality of the administrative trial in Washington, D.C.
Kroger doubles down on pledge for shopper savings
Nearly two years after unveiling the merger that it said would saving shoppers $500 million, Kroger upped that figure to $1 billion.
The company said the change came about after closer review of financials, but also food inflation becomes a political issue in the 2024 presidential campaign.
Grocers agree with Colorado AG to hold off on merger until after trial
Just weeks before facing off at hearing to freeze the merger in Colorado, Kroger and Albertsons agreed with the state Attorney General's Office not proceed with the deal until their antitrust dispute is resolved. The pact canceled the hearing.
Divestiture list: Most stores being sold in Kroger merger are Albertsons
Kroger and Albertsons revealed a specific list of the stores to be sold and the states with the most locations changing hands. Also, of the 579 stores being sold to C&S Wholesale Grocers, 485 of them are stores belonging to Albertsons.
'Addresses concerns' Kroger and Albertsons up number of stores to sell off to 579
In a bid to appease regulators, Kroger and Albertsons agreed to sell off an additional 166 stores as part of their merger. The move comes after regulators have sued to stop the deal, claiming it doesn't preserve enough competition.
All 579 stores would be acquired by Keene, New Hampshire-based supplier and Piggly Wiggly operator C&S Wholesale Grocers.
'Willfully blind' Kroger and Albertsons fire back at regulators in lawsuit
Responding to federal regulators' lawsuit, Kroger and Albertsons answered specific charges in the Federal Trade Commission's civil complaint seeking to block the merger. The grocers said regulators' case is based on an outdated concept of the grocery industry, which is now swamped with non-supermarket rivals like Walmart, Costco and Amazon.
The companies also defended C&S Wholesale Grocer as a "seasoned" supermarket operator, capable of taking over hundreds of stores to be sold off as part of the merger.
Federal judge sets late summer hearing date
Kroger and Albertsons have a court date over whether the merger will be delayed further. U.S. District Judge Adrienne Nelson in Portland, Oregon scheduled a hearing on Aug. 26 for a preliminary injunction that would prevent the takeover while an in-house Federal Trade Commission administrative court reviews the deal.
How will Kroger's clash with regulators play out?
Antitrust legal experts say all eyes are turning to U.S. District Court in Portland, Oregon, where a judge has already been assigned and federal regulators have gotten a temporary order barring the deal from going through until arguments are heard in court.
After more than 15 months, the FTC makes its move: 'Deal is anticompetitive'
More than a year after the deal was proposed by Kroger, the Federal Trade Commission sought to block the grocer's merger with Albertsons in U.S. District Court in Oregon. Federal regulators argued the deal would lead to less competition and higher prices for consumers and less bargaining power for workers.
Eight states and the District of Columbia joined the federal lawsuit. The White House even chimed in saying the president supports "fair and vigorous antitrust enforcement."
Feds reportedly ready to fight the mega-merger in court
“People familiar with the plans” informed Bloomberg News the Federal Trade Commission is preparing a lawsuit to stop the merger. The report added an unspecified number of states plan to join the legal action.
Kroger said talks with state and federal regulators were "ongoing."
Another state moves to block the merger and blasts 'illegal,' secret 'no-poach agreement'
Colorado's attorney general filed a second state lawsuit seeking to block the merger a month after a similar case filed by the state of Washington. Like the preceding case, it was filed in a state court.
Besides criticizing the potential for store closures, loss of competition and harm to consumers and workers, the state investigation discovered a secret deal between Kroger and Albertsons during a 2022 strike in Denver. Worried about losing workers and customers to Albertsons, Kroger persuaded its rival not to hire Kroger workers or solicit its pharmacy clients, according to an email between grocery executives prior to the strike.
Legal danger on all sides
As federal regulators continue to decide whether to fight the merger, antitrust legal experts caution the Washington lawsuit and ongoing state investigations are not sideshows. State challenges, even consumer lawsuits could potentially kill the merger. Besides the current Washington lawsuit, other states confirm they are investigating and evaluating their "options" that include potential litigation. Meanwhile, a previously dismissed consumer lawsuit has been refiled in California.
State regulators sue to stop merger as talks with federal officials force a delay
The state attorney general for Washington filed a lawsuit seeking to shut down the merger. In his lawsuit, internal chats by Albertsons’ executives revealed company officials doubted the legality of the deal and were skeptical of promises that it would lower prices for consumers. Meanwhile, Kroger said ongoing negotiations with federal and state regulators would delay the completion of the deal as late as mid-August.
More: Before the Washington lawsuit and delay, court records in a California lawsuit revealed that federal regulators weren’t convinced of “the merits” of the deal. Records showed regulators, even after more than a year of scrutiny, were seeking more time to evaluate the deal and related divestiture plans.
Food prices remain high at the supermarket
As antitrust regulators weigh the proposed merger's impact on competition and ultimately consumer prices, the latest government data released in January shows food prices remain high.
Inflation at the supermarket (food-at-home costs) has risen higher than the overall cost of living since the COVID-19 pandemic outbreak in March 2020, according to the U.S. Bureau of Labor Statistics.
2023:
Kroger now controls almost 50% of grocery sales in its hometown, could it happen elsewhere?
As cities from Seattle to Houston fret about supermarket consolidation, we took a look at how Kroger and Walmart amassed dominant market share in Cincinnati. Remember Thriftway and Bigg’s? So does Bill Remke, the former president of his family’s namesake grocery chain. Remke also recounts the family tragedy that forced them to sell the local grocery chain. Meanwhile, Remke Markets’ new owner, Michael Needler, testified before the U.S. Senate about the merger’s potential to squeeze independent grocers like him.
Kroger’s and Albertsons’ plan to reassure regulators
In September, Kroger and Albertsons unveiled a $1.9 billion plan to sell off 413 stores to Piggly Wiggly operator and franchiser C&S Wholesale Grocers. In a bid to show regulators that consumers will have other options, Kroger said it would also shed all of its Mariano's stores (in Chicago) and QFC stores (in the Pacific Northwest), while Albertsons will shed the Carrs nameplate in Alaska. All in, the two grocers said they’d shed stores in 17 states.
Departing Albertsons executives poised to reap millions if deal goes through
Company filings show the top 11 executives at Albertsons could collect almost $190 million in severance packages and other pay upon completion of the merger with Kroger. Albertsons CEO Vivek Sankaran alone could get between $30 million and $43 million in "golden parachute" and other pay, according to company regulatory disclosures.
Union workers at Albertsons were appalled after they heard about it, calling the payouts "outlandish."
Benefit to Kroger and Albertsons shoppers? About 22 cents per $100 spent
Kroger and Albertsons say shoppers will enjoy lower prices after they merge. The two companies have said they’ll “invest” $500 million in lowering prices on items on shelves. But how does that compare with the companies’ combined $226 billion in sales? Less than 0.25%.
Kroger CEO says company will fight for deal in court
In May, CEO Rodney McMullen told Bloomberg News the company and Albertsons had “committed to litigate in advance” against regulators, if they opposed the merger.
A month earlier, he and Sankaran co-authored an editorial seeking to reassure the public about the merger. In the op-ed piece, the CEOS promised the merger would deliver lower prices, more choices and keep jobs.
After months of silence from regulators, antitrust experts believe a fight is brewing
Big mergers happen all the time, right? Maybe not this time. Antitrust experts note that regulators under the Biden Administration have been fighting more big deals – and the proposed Kroger-Albertsons corporate marriage was a very big deal. Also, having the FTC chair label a previous Albertsons merger a “spectacular failure” signals at least a very hard look at the deal.
2022:
Skepticism, resistance and doubts over deal mount
Several weeks after the deal was first announced, the FTC has made a key “second request” for information from Kroger about the deal. The disclosure indicates the agency plans an extensive review that will take months. Meanwhile, several state officials say they are investigating the merger proposal over antitrust concerns. Some states also sue over a special dividend payment to Albertsons shareholders that was part of the deal.
Kroger CEO tells The Enquirer why he wants to buy his rival
The day the deal was unveiled, we asked Kroger’s CEO Rodney McMullen about the deal.
Kroger and Albertsons announce their plan to combine
After months of quiet negotiation and days of rumors on Wall Street, Kroger and Albertsons announced their big deal to merge.
This article originally appeared on Cincinnati Enquirer: Kroger Albertsons merger: Will it happen, what will it mean?