C&S Wholesale Grocers, SpartanNash to Merge
C&S Wholesale Grocers LLC and SpartanNash company have entered into a definitive merger agreement, under which C&S will acquire SpartanNash for a purchase price of $26.90 per share of SpartanNash common stock in cash, representing total consideration of $1.77 billion, including assumed net debt. The transaction price represents a 52.5% premium over SpartanNash’s closing price on June 20 of $17.64, and a premium of 42.0% to its 30-day volume-weighted average stock price as of that date. The deal has been unanimously approved by the boards of directors of both companies.
SpartanNash’s previously revealed quarterly cash dividend of 22 cents per common share will still be paid on June 30 to shareholders of record as of the close of business on June 13.
“This is an exciting opportunity for our team members, partners and, notably, our customers,” noted Eric Winn, CEO of Keene, N.H.-based C&S, adding that his company “and SpartanNash share many of the same values, including a strong emphasis on customers, teamwork and our communities. Together, we are uniting some of the most advanced capabilities and boldest innovations in the distribution market to better serve communities across the nation. At C&S, we have a legacy of braggingly happy customers, and our team members strive every day to take care of our customers’ stores as if they are our own. 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. 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.”
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“We are energized by the opportunities this combination provides for our associates and customers,” said Tony Sarsam, president and CEO of Grand Rapids, Mich.-based SpartanNash. “With our organizational values in close alignment, there will be exciting new career opportunities for our people and a continued commitment to a People First culture. 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. 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.”
According to the companies, the merger will result in the following:
Complementary Food Distribution Networks to Better Support Independent Retailers: The combined company will have nearly 60 complementary distribution centers covering the United States and serve close to 10,000 independent retail locations, with collectively 200-plus corporate-run grocery stores.
Greater Efficiency and Scale That Will Likely Lower Grocery Prices: Being able to operate at a larger scale, backed by the combined innovative capabilities of C&S and SpartanNash, will lead to a more efficient supply chain as well as an ability to obtain the best possible delivered cost of goods and promotional discounts, which are expected to mean better pricing for community retailers and at the shelf for consumers. The stability of the combined organization will enable the merged company and its customers to better compete against several huge global grocers in the U.S. food-at-home space.
The preservation of Accessible, Affordable Nutrition and Pharmacy Services in Local Communities: Providing families with access to fresh food, necessary prescription medications and health services will be at the core of the combined company’s operations.
The deal is expected to close in late 2025, subject to certain customary closing conditions, including, among other items, SpartanNash shareholder approval and applicable regulatory approvals. C&S has received financing commitment letters for the transaction. Wells Fargo has provided a debt financing commitment for the transaction.
Solomon Partners is acting as the exclusive financial advisor to C&S and Gibson, Dunn & Crutcher LLP is acting as legal advisor to the company, and Sullivan & Cromwell LLP is acting as legal advisor to C&S in connection with its debt financing. BofA Securities Inc. is serving as exclusive financial advisor to SpartanNash, while Cleary Gottlieb Steen & Hamilton LLP is serving as its legal advisor.
Founded in 1918 as a supplier to independent grocery stores, C&S services customers of all sizes, supplying more than 7,500 independent supermarkets, chain stores, military bases and institutions with 100,000-plus products. The company also operates and supports corporate grocery stores and services independent franchisees under a chain-style model throughout the Midwest, South and Northeast. Earlier this year, C&S revealed that it’s part of a consortium of private investors acquiring Southeastern Grocers and its Winn-Dixie and Harveys Supermarket banners from ALDI U.S. The company is No. 18 on The PG 100, Progressive Grocer’s 2025 list of the top food and consumables retailers in North America.
With 20,000 associates, SpartanNash operates two complementary business segments: food wholesale and grocery retail. Its global supply chain network serves wholesale customers that include independent and chain grocers, national retail brands, e-commerce platforms, and U.S. military commissaries and exchanges. On the retail side, SpartanNash 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. The company is No. 44 on The PG 100.
