CINCINNATI — The Kroger Co. said Monday it has reached a settlement with C&S Wholesale Grocers, resolving litigation stemming from the collapse of Kroger’s proposed merger with Albertsons Cos.
Terms of the settlement, announced in a joint statement, were not disclosed. The companies said the agreement resolves all claims in the case, which had been pending in the Superior Court for the State of Delaware.
"We are pleased to resolve the claims from C&S, and we look forward to a friendly relationship with them going forward," said Ron Sargent, Kroger’s chairman and chief executive officer. "Kroger remains focused on serving our customers and running great stores across the U.S."
The dispute originated from a 2022 plan by Kroger and Albertsons to combine operations in a deal that would have created one of the largest U.S. grocery chains. To address anticipated antitrust concerns from federal and state regulators, the companies agreed to divest a number of stores and related assets to C&S Wholesale Grocers, one of the nation’s largest grocery wholesalers.
C&S was slated to acquire hundreds of stores and other assets under a $2 billion transaction announced alongside the merger. But in 2024, regulators moved to block the Kroger-Albertsons deal, citing potential harm to competition and consumers. The companies subsequently terminated the merger agreement, and Kroger withdrew from its planned divestiture to C&S.
In response, C&S filed suit seeking a $125 million termination fee it argued was owed under the terms of their divestiture agreement. Kroger disputed the claim, and the case proceeded in Delaware court until Monday’s announcement.
The settlement brings closure to one of several legal and regulatory battles tied to the abandoned merger. The Federal Trade Commission and several state attorneys general had challenged the deal, which would have combined Kroger’s roughly 2,700 stores with Albertsons’ more than 2,200 locations.
C&S, based in Keene, N.H., supplies more than 7,500 independent supermarkets, chain stores, military bases, and institutions with over 100,000 different products. In addition to its wholesale operations, the company owns and operates retail grocery stores under various banners.
For Kroger, the resolution eliminates a lingering legal risk as the company refocuses on its core operations and strategic initiatives following the high-profile collapse of the Albertsons merger.
Neither company disclosed whether any financial payment was part of the settlement.
