Kroger $24.6 billion acquisition of Albertsons

Davis Polk advised Citi Group Global Markets Inc. and Wells Fargo Securities, LLC as financial advisers to The Kroger Co. in connection with its $24.6 billion acquisition of Albertsons Companies, Inc. Under the terms of the merger agreement, Kroger will acquire all of the outstanding shares of Albertsons Cos. common and preferred stock (on an as converted basis) for an estimated total consideration of $34.10 per share, implying a total enterprise value of approximately $24.6 billion, including the assumption of approximately $4.7 billion of Albertsons Cos. net debt. The per share purchase price is subject to reduction based on the number of stores spun off at closing in conjunction with the regulatory approval process and the per share amount of the special cash dividend to be paid to Albertsons Cos. shareholders prior to closing. The transaction is expected to close in early 2024, subject to the receipt of required regulatory clearance and other customary closing conditions, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Kroger is one of the largest retailers in the United States and operates 2,750 grocery retail stores under a variety of banner names, including supermarkets, seamless digital shopping options, price-impact warehouse stores and multi-department stores.

Albertsons Cos. is a leading food and drug retailer in the United States. As of June 18, 2022, Albertsons Cos. operated 2,273 retail food and drug stores with 1,720 pharmacies, 402 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities.

The Davis Polk corporate team includes partners Phillip R. Mills and Cheryl Chan and associate Ryan Olson. All members of the Davis Polk team are based in the New York office.