Albertsons' $9.3 Billion Suit Against Kroger Heads to Post-Trial Briefing

Albertsons is pursuing $9.3 billion from Kroger — a $600 million termination fee plus more than $8 billion in damages — and the Delaware judge hearing the case has ordered both companies to document exactly how hard Kroger worked to divest stores before their failed $24.6 billion merger collapsed.

Vice Chancellor Lori Will closed a two-week trial in Delaware's Chancery Court last week with a request for detailed reports on each company's divestiture efforts. The compilations could run thousands of pages and take roughly seven weeks to assemble, according to BoiseDev.com. Post-trial arguments remain possible.

Will asked for a timeline covering "all of the meetings, calls, correspondence, subpoenas and hearings" between the companies and the FTC and state attorneys general. She said she wants to examine the back-and-forth among all parties as they tried to resolve regulators' concerns.

"It would be great if you could analyze the store and non-store feedback that were raised by the FTC, the state attorneys general and C&S, and how that could have been resolved or not resolved in the merger agreement," Will said, as quoted by BoiseDev.com.

What does the dispute turn on?

Albertsons alleges Kroger did not try hard enough to divest stores to satisfy antitrust regulators, breaching its obligations under the merger agreement signed in October 2022. The deal, which would have been the largest in supermarket industry history, was abandoned in December 2024 after courts sided with regulators.

Kroger's divestiture plan started at 238 stores and grew to 579 over the course of regulatory negotiations. C&S Wholesale Grocers (a New England-based wholesale distributor) was the designated buyer for the divested stores and other assets.

Albertsons has attacked the quality of that package, not just its size. The company argues Kroger selected weak-performing stores for divestiture, ensuring the locations Kroger retained were its most profitable. Albertsons also contends Kroger put an ill-conceived executive bonus structure in place that incentivized management to hold onto the most profitable locations.

For a supplier-distributor pairing like Kroger and C&S, the store-selection fight goes directly to inventory economics and channel power: which banners, which geographies and which volume C&S would inherit shaped the wholesale business the Keene, New Hampshire distributor stood to gain.

What did the trial reveal?

Kroger's former CEO, Rodney McMullen, testified during the trial that he never believed the merger had a realistic chance of success. He attributed the outcome to opposition from Lina Khan, who chaired the Federal Trade Commission at the time.

The FTC sued to block the acquisition and was joined by several state attorneys general. Washington and Colorado filed separate suits. Unions and multiple states argued the combination would create supermarket monopolies in markets across the country, harming both workers and consumers.

The deal's December 2024 collapse set the stage for the current litigation, which now turns on documentary evidence rather than witness testimony.

What happens next?

The judge's request frames the endgame. Will's ordered analysis — mapping FTC, state AG and C&S feedback against the merger agreement's terms — will test whether Kroger's escalating divestiture offers, from 238 stores to 579, represented genuine regulatory problem-solving or strategic foot-dragging as Albertsons alleges.

Roughly seven weeks of record compilation, plus potential post-trial arguments, means a ruling is likely months away. The outcome will set a precedent for how termination fees and divestiture-effort obligations are enforced in large grocery and distribution mergers.