Kroger, Albertsons ex-CEOs face merger trial over damages
The former CEOs of Kroger and Albertsons will testify in a Delaware trial over the collapsed $24.6 billion merger, with Albertsons seeking a $600 million breakup fee and over $8 billion in damages. The hearing begins Monday in the Delaware Court of Chancery, where Judge Lori Will will decide the case without a jury. A ruling could take months, followed by a possible appeal to the Delaware Supreme Court.
Vivek Sankaran, Albertsons’ former CEO, is expected to be the first witness. He will be followed by Rodney McMullen, Kroger’s ex-CEO, and two antitrust attorneys who advised the companies. Both CEOs left their roles after the merger fell apart—McMullen was forced out in March 2024 over undisclosed ethical violations, while Sankaran retired shortly after.
Albertsons filed its lawsuit in December 2024, initially targeting the $600 million breakup fee Kroger had agreed to pay if the deal collapsed. The company later expanded its claim to over $8 billion in damages, citing lost shareholder value since the merger’s termination.
The trial hinges on whether Kroger adequately addressed antitrust concerns. Albertsons alleges Kroger’s divestiture plan, initially targeting 238 stores but later expanded to 579, was insufficient. The company claims Kroger selected the weakest-performing stores to sell, ensuring its own remaining locations stayed profitable. Albertsons also claims that Kroger failed to heed the FTC’s advice for supermarket divestitures and did not adequately engage with the state attorneys general who were looking into the merger.
Kroger counters that it invested over $1 billion to push the merger forward but faced an aggressive antitrust review. The company says it would have had to divest more than the original 650-store cap to satisfy regulators, who allegedly took an overly narrow view of grocery competition.
Since the merger’s collapse, both companies have cut costs and shuttered stores. Albertsons is reviewing its business for potential asset sales, while Kroger announced plans to reduce its corporate workforce by 3,000 over three years.
