Albertsons seeks $9.3 billion from Kroger ahead of failed-merger trial

Albertsons is asking a Delaware judge to award more than $9.3 billion after the collapse of its proposed $24.6 billion combination with Kroger. The request appears in Albertsons’ public pretrial brief, filed Oct. 12 in the companies’ contract dispute. The amount is what one side says it is owed; no court has found Kroger liable or determined damages.[1][2][3]

Albertsons says the requested sum combines the value its shareholders would have received from the merger premium, a $600 million termination fee, $75 million in interest and other costs. Its legal theory is that Kroger willfully failed to use the contractual efforts required to secure regulatory approval, including by refusing to make changes to the proposed store-divestiture plan. Those are allegations in a brief submitted for trial, not conclusions reached by the court.[1][2]

The companies’ agreement contemplated that Kroger would take extensive steps to remove antitrust obstacles, with a limit tied to divesting no more than 650 stores. Albertsons argues that the commitment required more than Kroger’s eventual divestiture proposal. The exact contractual meaning and whether either party breached it are central issues for the judge.[1][4]

Kroger’s pretrial brief presents the opposite account: it says the company complied with the merger agreement, made substantial efforts to win approval and was not required to accept terms that would have made the transaction commercially unworkable. Kroger also contends Albertsons did not satisfy its own contractual duties. These positions remain disputed, and neither brief is a judicial ruling.[4][2][3]

Kroger separately challenges the size and basis of the damages request, including Albertsons’ treatment of the hypothetical shareholder premium. Bloomberg Law reported that Kroger characterizes the additional damages theory as far-fetched and says the agreement does not entitle Albertsons to a payment. The filed briefs set out each side’s argument; the court has yet to decide which reading of the contract or damages evidence is persuasive.[4][2]

Reuters reported that Albertsons’ lawyers presented the demand in the Chancery Court as the parties prepared for a two-week trial later this month. The proceeding concerns responsibility for the failed transaction and the remedies available under the merger agreement, rather than a new proposal to revive the merger.[3][2]

Kroger and Albertsons announced the proposed $24.6 billion merger in 2022. The Federal Trade Commission sued to block it, arguing that the combination would reduce competition in local grocery markets. A federal judge granted the FTC’s request for a preliminary injunction in December 2024. Kroger’s subsequent SEC filing said it delivered a termination notice, disputed that Albertsons’ earlier notice was effective and asserted that it owed no termination fee because Albertsons had not met its obligations. Those were Kroger’s positions in the filing; the current Delaware case asks the court to resolve the companies’ competing contract claims after the deal did not proceed.[5][6][7]

The coming trial will therefore examine a different question from the FTC case: whether Kroger or Albertsons breached the merger agreement and, if so, what remedy follows. The parties’ pretrial submissions offer their respective interpretations and evidence, while the outcome and any damages remain for the court to determine.[1][4][2]