Albertsons just sent Kroger a bill with a lot of zeros, and the Albertsons Kroger lawsuit now has a price tag to match. On Monday, Albertsons told a Delaware court that Kroger owes it more than $9.3 billion for blowing up their $24.6 billion merger, according to Quartz’s rewrite of the Bloomberg report.
That’s a lot of money for a grocery deal that never closed. When two giants break up, the divorce lawyers can get richer than the wedding planners. Big merger fights aren’t rare, but few come with a bill this size.
What Albertsons wants in its Kroger lawsuit
Lawyers for Albertsons filed the demand in Delaware’s Court of Chancery. The total reportedly includes several pieces. One is the premium shareholders would have collected had the deal gone through. Another is a $600 million termination fee. A third is $75 million in interest and other costs, per Investing.com. The reports we reviewed didn’t spell out the exact size of the lost-premium piece, which is the part you’d most like itemized.
In short, Albertsons wants Judge Lori Will to find that Kroger “willfully” breached the merger agreement. The core charge is that Kroger failed to use its “best efforts” to win regulatory approval. Albertsons says that includes refusing to change its divestiture plan.
The company didn’t mince words. “The bottom line is that Kroger made a promise and broke it,” Albertsons said in a statement.
Albertsons v. Kroger: the breach claim
Here’s the heart of the argument. Albertsons says the contract required Kroger to clear any antitrust roadblock. The only cap, it says, was a promise to divest no more than 650 stores, Bloomberg reported via Yahoo Finance.
In its filing, Albertsons put it bluntly: “Kroger willfully breached these maximalist contractual commitments. Kroger wanted the Merger but only on its own terms.” It also accused Kroger of sticking to a “failing lowball strategy” right through the litigation that ended the deal.
Kroger, however, has pushed back hard. The company says it exhausted every avenue for approval. It also accuses Albertsons of coordinating with C&S Wholesale Grocers to nudge regulators toward a bigger divestiture. C&S says its communications with all parties were appropriate. Kroger had no immediate comment on Monday’s filing.
How the failed grocery merger case began
Quick refresher. Kroger is the largest U.S. grocer, and Albertsons is No. 2. They announced the deal in October 2022. They pitched it as a way to take on Amazon, Walmart and other non-union rivals.
Then the FTC stepped in. A federal judge sided with the agency and blocked the merger in December 2024. The agency had argued that the plan to sell stores to C&S wasn’t enough. As a result, Albertsons terminated the deal and sued Kroger. Kroger sent its own termination notice. It says it owes no $600 million fee because Albertsons didn’t meet its obligations, according to Kroger’s latest SEC filing. Kroger also filed counterclaims accusing Albertsons of breaching the agreement.
Merger collapses aren’t unique to groceries. For a sense of how other deals are playing out, see our look at the Dominion-NextEra utility merger hearing.
The shredded notes sideshow
The pretrial fight hasn’t been polite.
Last week, Albertsons accused a Kroger consultant of shredding notes ahead of trial. It asked the court to presume those notes would have helped Albertsons, BoiseDev reported. Kroger’s response wasn’t available. A ruling is still pending, and it could shape the Albertsons Kroger lawsuit before a single witness testifies. Whatever the judge decides, this sideshow shows how bitter the fight has become.
Why the Kroger Albertsons merger suit matters
Here’s the thing: if you don’t own grocery stocks, this may feel like billionaire homework. But Kroger and Albertsons run the two biggest supermarket chains in America. A nine-figure (or ten-figure) judgment would hit real balance sheets. Plus, Albertsons’ largest shareholder, Cerberus Capital Management, held more than 30% at the end of June. Plenty of investors have skin in this game.
Grocery shoppers already feel the squeeze, too. Our report on Kings Food Markets closing two New Jersey stores shows how fast the landscape can shift.
One caution on the numbers: the $9.3 billion figure comes from Bloomberg-based reporting, and we haven’t seen the filing itself. One outlet reported a figure closer to $8 billion, which looks like an outlier. Either way, the Albertsons Kroger lawsuit is no small-claims dispute.
What happens next in the Albertsons Kroger legal fight
A two-week trial before Judge Will is set for later this month. The court docket should confirm the exact start date. Between now and then, expect Kroger to answer the $9.3 billion claim publicly or in its own pretrial filings.
So the question for the next few weeks is simple. Did Kroger fight for this deal, or did it just fight for its own version of the deal?
A judge is about to decide, and the receipt could be enormous.
