C&S Wholesale Grocers to acquire SpartanNash

KEENE, N.H. and GRAND RAPIDS, Mich., June 23, 2025 /PRNewswire/ — C&S Wholesale Grocers, LLC BB #:137315 and SpartanNash Company BB #:104892 today announced that they have entered into a definitive merger agreement pursuant to 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, 2025, of $17.64, and a premium of 42.0% to its 30-day volume-weighted average stock price as of June 20, 2025.

The Transaction has been unanimously approved by the Boards of Directors of both companies.

SpartanNash’s previously announced quarterly cash dividend of $0.22 per common share will continue to be paid on June 30, 2025, to shareholders of record as of the close of business on June 13, 2025.

“This is an exciting opportunity for our team members, partners and, notably, our customers. C&S 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,” said C&S Chief Executive Officer Eric Winn.

“We are energized by the opportunities this combination provides for our Associates and customers. 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,” said SpartanNash President and CEO Tony Sarsam.

Compelling Strategic Rationale

• Complementary Food Distribution Networks to Better Support Independent Retailers: Together, the combined company will operate almost 60 complementary distribution centers covering the U.S. and will serve close to 10,000 independent retail locations, with collectively more than 200 corporate-run grocery stores.
• Greater Efficiency and Scale Expected to Result in Lower Prices for Grocery Shoppers: Being able to operate at a larger scale, supported by the combined innovative capabilities of the two companies, enables a more efficient supply chain as well as an ability to secure the best possible delivered cost of goods and promotional discounts, which are expected to translate to better pricing for community retailers and at the shelf for consumers. Profit margins in the grocery industry are very low — averaging only 1.6%[1] — and customers and consumers deserve the best value for food and household goods. The stability of the combined organization will allow the combined company and its customers to better compete against various extremely large global grocers in the U.S. food-at-home space, a more than $1 trillion annual industry.[2]
• Preserves Accessible, Affordable Nutrition and Pharmacy Services in Local Communities: Nearly half of all U.S. counties have at least one pharmacy desert[3] — a 10-mile radius with no retail pharmacy — and an estimated 5.6% of the American population lives in a food desert.[4] Providing families with access to fresh food, essential prescription medications and health services is at the core of the combined company’s operations, distributing to community retailers and operating corporate grocery stores and pharmacies.

Transaction Details

The Transaction is expected to close in late 2025, subject to certain customary closing conditions, including, among other things, SpartanNash shareholder approval and applicable regulatory approvals. C&S has obtained financing commitment letters for the Transaction. Wells Fargo has provided a debt financing commitment for the transaction.

Advisors

Solomon Partners is serving as the exclusive financial advisor to C&S. Gibson, Dunn & Crutcher LLP is serving as legal advisor to C&S, and Sullivan & Cromwell LLP is serving as legal advisor to C&S in connection with its debt financing.

BofA Securities, Inc. is serving as exclusive financial advisor to SpartanNash. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to SpartanNash.

About C&S Wholesale Grocers, LLC
C&S Wholesale Grocers, LLC is an industry leader in supply chain solutions and wholesale grocery supply in the United States. Founded in 1918 as a supplier to independent grocery stores, C&S now services customers of all sizes, supplying more than 7,500 independent supermarkets, chain stores, military bases and institutions with over 100,000 different products. C&S also proudly operates and supports corporate grocery stores and services independent franchisees under a chain-style model throughout the Midwest, South and Northeast. C&S is an engaged corporate citizen, supporting causes that positively impact our communities. To learn more, please visit www.cswg.com.

About SpartanNash
SpartanNash (Nasdaq: SPTN) is a food solutions company that delivers the ingredients for a better life. Committed to fostering a People First culture, the SpartanNash family of Associates is 20,000 strong. 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. SpartanNash distributes products for every aisle in the grocery store, from fresh produce to household goods to its OwnBrands, which include the Our Family® portfolio of products. 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 with convenience stores. Leveraging insights and solutions across its segments, SpartanNash offers a full suite of support services for independent grocers. For more information, visit spartannash.com.

C&S Wholesale Grocers, LLC Media:
Lauren La Bruno
Senior Vice President of Communications & Marketing
C&S Wholesale Grocers, LLC
CSComm@cswg.com

Investor Relations:
Julie Drake
Vice President, Assistant Treasurer
C&S Wholesale Grocers, LLC
IR@cswg.com

SpartanNash Company Media:
Adrienne Chance
SVP and Chief Communications Officer
SpartanNash Company
press@spartannash.com

Investor Relations:
Kayleigh Campbell
Head of Investor Relations
SpartanNash Company
kayleigh.campbell@spartannash.com

1 Source: Food Industry Association: https://www.fmi.org/our-research/food-industry-facts/grocery-store-chains-net-profit
2 Source: Food Industry Association: https://www.fmi.org/our-research/food-industry-facts
3 Source: The Ohio State University: https://health.osu.edu/discovery-and-innovation/research-advances/pharmacy-deserts
4 Source: U.S. Department of Agriculture: https://www.ers.usda.gov/data-products/food-access-research-atlas/documentation