C&S Wholesale Grocers to acquire SpartanNash for $1.77 billion
SpartanNash is merging with C&S Wholesale Grocers in a move designed to enable the merged company and its customers to better compete against huge global grocers in the U.S. supermarket space.
C&S has agreed to acquire SpartanNash for $26.90 per share, representing total consideration of $1.77 billion, including debt. The offer represents a 52.5% premium over SpartanNash's closing price on June 20.
Together, the combined company will operate almost 60 complementary distribution centers covering the U.S. and will serve close to 10,000 independent retail locations, with collectively more than 200 corporate-run grocery stores. In a joint press release, the companies said the deal will provide a more efficient supply chain as well as an ability to secure the “best possible” delivered cost of goods and promotional discounts, which are expected to translate into lower prices for grocery shoppers.
C&S supplies more than 7,500 independent supermarkets, chain stores, military bases and institutions with over 100,000 different products. It also operates and supports corporate grocery stores and services independent franchisees under a chain-style model throughout the Midwest, South and Northeast.
SpartanNash operates two complementary business segments: food wholesale and grocery retail. On the retail side, the company operates nearly 200 brick-and-mortar grocery stores, primarily under the banners of Family Fare, Martin's Super Markets and D&W Fresh Market, in addition to dozens of pharmacies and fuel centers with convenience stores.
On the wholesale side, SpartanNash serves customers that include independent and chain grocers, national retail brands, e-commerce platforms, and U.S. military commissaries and exchanges.
“The combination of our two companies' capabilities puts our collective customers' stores and our own retail stores at the center of the plate, supporting their ability to thrive in a highly dynamic and competitive environment,” said Eric Winn, CEO of C&S. “Our customers need us more than ever, and we are building a sustainable platform for our team members to be able to support them long into the future.”
The deal, which has been unanimously approved by the boards of both companies, is expected to close in late 2025.
“For our customers, this transaction creates the necessary scale, efficiency and purchasing power needed to enable independent retailers to compete more effectively with larger big box chains,” said SpartanNash president and CEO Tony Sarsam. “Neighborhood grocers are essential pillars of our communities that we want to preserve and strengthen. A thriving hometown grocery store supports local farmers, bolsters the local economy, and enhances the overall health and well-being of the community.”
Advisors
Solomon Partners is serving as the exclusive financial advisor to C&S. Gibson, Dunn & Crutcher LLP is serving as legal advisor to C&S, and Sullivan & Cromwell LLP is serving as legal advisor to C&S in connection with its debt financing.
BofA Securities, Inc. is serving as exclusive financial advisor to SpartanNash. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to SpartanNash.
