FTC Blocks Kroger-Albertsons $24.6B Grocery Merger, Citing Labor and Consumer Harm

The U.S. District Court for the District of Oregon granted the Federal Trade Commission’s request for a preliminary injunction to prevent Kroger from acquiring Albertsons on December 10, 2024, blocking the largest proposed supermarket merger in U.S. history. The FTC had sued to block the $24.6 billion acquisition in February 2024, joined by attorneys general from Arizona, California, the District of Columbia, Illinois, Maryland, Nevada, New Mexico, Oregon, and Wyoming. Washington and Colorado had filed their own lawsuits. The case marked the first attempt to block a merger under the FTC and DOJ’s joint 2023 Merger Guidelines and was notable for its emphasis on labor market harm alongside consumer harm. The FTC alleged that Kroger and Albertsons executives acknowledged being ‘direct competitors,’ with one executive candidly stating: ‘you are basically creating a monopoly in grocery with the merger.’ The complaint also challenged the proposed divestiture to C&S Wholesale Grocers—which operated just 23 supermarkets—as ‘a hodgepodge of unconnected stores, banners, brands, and other assets.’ Judge Nelson wrote: ‘There are serious concerns about C&S’ ability to run a large-scale retail grocery business that can successfully compete against the proposed merged business.’ On December 16, 2024, the parties filed a Joint Motion to Dismiss, and the FTC issued a Commission Order Dismissing the Complaint on December 27, 2024. The victory demonstrated the viability of the 2023 Merger Guidelines’ broader focus beyond consumer prices, but came just weeks before Trump’s return threatened to dismantle the entire enforcement apparatus.