C&S Wholesale Grocers, LLC will acquire SpartanNash Co. in a $1.77 billion all-cash deal, the companies announced Monday. The transaction, which includes the assumption of net debt, marks a significant consolidation in the U.S. grocery distribution sector.
C&S will pay $26.90 per share for SpartanNash, representing a 52.5% premium over SpartanNash’s closing share price of $17.64 on June 20 and a 42% premium over its 30-day volume-weighted average. The merger has been unanimously approved by both companies’ boards and is expected to close by the end of 2025, pending regulatory and shareholder approvals.
The acquisition will combine two of the nation’s largest grocery wholesalers, creating a distribution network encompassing 60 warehouses and serving close to 10,000 independent retailers, in addition to more than 200 company-owned grocery stores.
For independent and regional grocers, the combined scale is expected to deliver enhanced buying power, more efficient logistics, and improved access to products in an increasingly competitive retail environment, according to C&S.
“This is an exciting opportunity for our team members, partners, and most importantly, our customers,” said Eric Winn, CEO of C&S Wholesale Grocers, in a joint statement. “We’re combining complementary strengths to reshape food distribution and support local grocers across the country.”
SpartanNash CEO Tony Sarsam emphasized the importance of scale in today’s grocery landscape. “This transaction delivers the scale, efficiency, and purchasing power independent retailers need to compete with national big-box chains,” he said. “Neighborhood grocers are vital to our communities, and this deal helps ensure their long-term viability.”
Both companies cited strategic synergies as a core rationale for the deal, including overlapping yet complementary distribution networks, the potential for cost reduction through procurement efficiencies, and expanded investment in technology and fulfillment capabilities.
C&S, founded in 1918 and headquartered in Keene, New Hampshire, supplies over 7,500 supermarkets, chain stores, military bases, and institutional customers. It also owns and franchises retail grocery operations across the Midwest, South, and Northeast.
SpartanNash, based in Grand Rapids, Michigan, operates 200 grocery stores under banners such as Family Fare, Martin’s Super Markets, and D&W Fresh Market. The company distributes a full line of grocery products to independent retailers, national chains, ecommerce platforms, and U.S. military commissaries.
A 2021 study by the trade group National Grocers Association found that retailers not affiliated with such big chains as Walmart and Kroger accounted for 33% of the grocery market, up from 25% a decade earlier.
The companies also say the deal will mprove food and pharmacy access in underserved areas. According to statistics cited in the announcement, 5.6% of Americans live in food deserts, mostly low-income urban neighborhoods where residents have limited access to healthful and affordable food, and half of U.S. counties have at least one pharmacy desert. By pooling resources, the combined entity aims to strengthen service to these markets and help sustain local access to essential goods, the companies said.
To finance the transaction, C&S has secured committed debt funding from Wells Fargo. Solomon Partners is serving as financial advisor to C&S, with legal counsel from Gibson, Dunn & Crutcher LLP, and Sullivan & Cromwell LLP. SpartanNash is being advised by BofA Securities, with Cleary Gottlieb Steen & Hamilton LLP providing legal support.
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