The Kroger-Albertsons merger was blocked because a federal judge concluded that the companies’ proposed sale of stores and related assets to C&S Wholesale Grocers would not adequately replace the competition lost if the two supermarket chains combined. The District of Oregon issued a preliminary injunction on December 10, 2024, after a 15-day hearing. Kroger and Albertsons abandoned the proposed deal days later.
What the proposed merger would have combined
Kroger and Albertsons announced the proposed acquisition in October 2022 at a value of $24.6 billion. That was the proposed purchase price, not the value of a completed transaction. The Federal Trade Commission (FTC) said that, if completed, the acquisition would have put more than 5,000 stores and approximately 4,000 retail pharmacies under the combined companies, with nearly 700,000 employees across 48 states.
The FTC challenged the deal in February 2024. Its case was not that a company becomes unlawful simply by being large; the central question was whether this acquisition could substantially lessen competition in relevant markets.
Why the FTC argued shoppers could be worse off
The FTC treated Kroger and Albertsons as direct competitors in many local grocery markets. It alleged that combining them could end independent, head-to-head rivalry over everyday prices and promotions, produce quality, product assortment, store and pharmacy hours, curbside pickup, and other services. These were the FTC’s predicted harms, not findings that the merger had already caused prices to rise or service to decline.
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The competition analysis was local as well as national. The court considered how shoppers and the companies viewed traditional supermarkets, supercenters, limited-assortment stores, and club stores as alternatives. That market-by-market focus mattered because a remedy would need to preserve meaningful competition where the two chains actually overlapped, not just transfer a large number of stores in the abstract.
Why selling stores to C&S did not satisfy the court
Kroger and Albertsons proposed selling 579 stores to C&S Wholesale Grocers, along with distribution centers, banners, brand rights, private labels, and other assets. The FTC objected that this was a disconnected package rather than a ready-to-compete grocery business. The court examined whether C&S could turn the assets into an independent, effective rival and replace the competitive pressure that would disappear when Kroger and Albertsons stopped competing separately.
| What the proposed sale included | What the court examined |
|---|---|
| 579 stores, distribution centers, banners, brand rights, private labels, and related assets, as described in the District of Oregon’s December 10, 2024 opinion. | Whether the package could function as a standalone business and compete effectively, rather than merely transfer assets. |
| A buyer, C&S, that the court found would be much smaller than either merging company. | Whether C&S had the practical ability to integrate the stores and assets into an effective independent rival. |
| Time-limited access to some established brands and systems during a transition. | Whether C&S could replace familiar private-label brands, store banners, IT systems, and loyalty programs when that access ended. |
| A large number of stores proposed for transfer. | Whether the divestiture would preserve the intensity of local price, quality, and service competition lost through the merger. |
The court’s opinion described the remedy’s test as whether it would “replace the competitive intensity lost as a result of the merger,” quoting prior precedent. In other words, store count alone did not answer the question. The court’s concerns centered on C&S’s scale, the package’s lack of a fully functioning standalone operation at the outset, and the work and transition support needed to make it a durable competitor.
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What the court did—and did not—decide about workers
The FTC also alleged that combining two of the largest employers of union grocery labor could weaken unions’ bargaining leverage. The District of Oregon did not find that the merger would lower wages. It identified gaps in the economic evidence about how wages and benefits would change and concluded that the plaintiffs had not established a prima facie case on the specific union-labor market theory they presented. The court’s preliminary-injunction decision rested on the competition concerns it found supported, not a judicial finding of wage cuts.
How the proposed deal ended
On December 10, 2024, the District of Oregon granted the FTC and states’ motion for a preliminary injunction. A Washington state court also enjoined the transaction that day. The federal order was preliminary; it was not a final merits decision in the FTC’s administrative proceeding.
Kroger and Albertsons abandoned the agreement within days and withdrew required regulatory filings. The FTC dismissed its administrative complaint on December 27, 2024. On June 11, 2026, the Ninth Circuit affirmed dismissal of a related state case as moot: after the agreement was abandoned, that lawsuit could no longer provide effective relief by enjoining it. The Ninth Circuit’s ruling concerned the related state litigation; it did not reverse the federal preliminary injunction.
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