Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: FTC requires largest supermarket divestiture as condition of Albertsons-Safeway merger, (Jan 27, 2015)
Organizations Mentioned:AB Acquisition LLC | AB Acquisition, LLC | Associated Wholesale Grocers Group, Inc. | Cerberus Institutional Partners V, L.P. | Cerberus Institutional Partners V, LP | Safeway Inc. | Safeway, Inc.
By Linda O’Brien, J.D., LL.M.
Supermarket operators Albertson’s and Safeway have agreed to sell 168 supermarkets to settle FTC charges that their proposed $9.2 billion merger would likely be anticompetitive in 130 local markets in Arizona, California, Montana, Nevada, Oregon, Texas, Washington, and Wyoming, the agency announced today. The consent agreement is the FTC’s largest supermarket divestiture order to date and requires sales to four buyers (In re Matter of Cerberus Institutional Partners V, L.P., File No. 141-0108).
According to the FTC’s complaint, Albertsons and Safeway compete on the bases of price, quality, product variety, and services, and offer consumers the convenience of one-stop shopping for food and other grocery products. Without a remedy, according to the FTC, the acquisition will lessen supermarket competition to the detriment of consumers in 130 local markets.
AB Acquisition, LLC, owned by New York-based private equity firm Cerberus Institutional Partners V, L.P., is the parent company of Albertson’s LLC and New Albertson’s, Inc. Safeway Inc. is one of the largest food and drug retailers in the United States.
At the time the proposed acquisition was announced, Albertson’s LLC operated 630 supermarkets under the Albertson’s banner in 15 states, and under the Market Street, Amigos, and United Supermarkets banners in Texas. New Albertson’s, Inc., operated 445 supermarkets under the Jewel-Osco, ACME, Shaw’s, and Star Market banners, in the eastern United States. Safeway operated 1,332 supermarkets under the Safeway, Tom Thumb, Randall’s, Pak ’n Save, The Market, Vons, Pavilions, and Genuardi’s banners located throughout the country.
Under the proposed settlement, Haggen Holdings, LLC will acquire 146 Albertsons and Safeway stores located in Arizona, California, Nevada, Oregon, and Washington; Supervalu Inc. will acquire two Albertsons stores in Washington; Associated Wholesale Grocers, Inc. will acquire 12 Albertsons and Safeway stores in Texas; and Associated Food Stores Inc. will acquire eight Albertsons and Safeway stores in Montana and Wyoming. It is expected that Associated Wholesale Grocers, Inc. will assign its operating rights in the 12 Texas stores it is acquiring to RLS Supermarkets, LLC (doing business as Minyard Food Stores) and that Associated Food Stores Inc. will assign its rights in the eight Montana and Wyoming stores it is acquiring to Missoula Fresh Market LLC, Ridley’s Family Markets, Inc., and Stokes Inc.
The divestitures to Haggen must be completed within 150 days of the date of the merger; the divestitures to Supervalu Inc. must be completed within 100 days of the date of the merger; and the divestitures to Associated Food Stores Inc. and Associated Wholesale Grocers, Inc. must be completed within 60 days of the date of the merger.
The proposed settlement includes an Order to Maintain Assets to help ensure that Albertsons maintains the stores until they are divested. The proposed settlement also appoints a monitor to oversee the merging parties’ compliance with their obligations under the settlement agreement. Details about the divestitures, including a list of stores and the local markets affected, are set forth in the analysis to aid public comment.
“Consumers everywhere rely on local supermarkets for their weekly shopping needs,” said FTC Chairwoman Edith Ramirez. “Absent a remedy, this acquisition would likely lead to higher prices and lower quality for supermarket shoppers in 130 communities. This settlement will ensure that consumers in those communities continue to benefit from competition among their local supermarkets.”
The Commission vote to issue the complaint and accept the proposed consent order for public comment was 5-0. The FTC will publish the consent agreement package in the Federal Register shortly. The agreement will be subject to public comment through February 26, 2015. Comments can be filed electronically or in paper form by following the instructions in the “Supplementary Information” section of the Federal Register notice.
Companies: Cerberus Institutional Partners V, L.P.; AB Acquisition LLC; Safeway Inc.
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