Spartannash Co SEC Filings

SpartanNash Company (SPTN) has entered into a definitive Agreement and Plan of Merger dated 22 June 2025. New Mackinac HoldCo, Inc. (backed by C&S Wholesale Grocers) will acquire SpartanNash through Mackinac Merger Sub, with SpartanNash surviving as a wholly owned subsidiary.

Cash consideration: each outstanding share of SpartanNash common stock will be converted into the right to receive $26.90 in cash, without interest. All existing equity awards will vest or convert into cash-based awards on terms set out in the agreement.

Board approval: the Board unanimously determined the transaction to be fair and will recommend shareholder approval. The merger is expected to close in Q4 2025, subject to: (i) approval by a majority of outstanding shares, (ii) expiration or early termination of the Hart-Scott-Rodino waiting period, and (iii) other customary conditions. No financing condition applies.

Post-closing: SpartanNash stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act.

Key protective provisions:

• Customary non-solicitation with fiduciary-out.
• Company termination fee of $35.4 million if it accepts a superior proposal or following certain other specified events.
• Reverse termination fee of $55 million payable by Parent if the deal is blocked under the HSR Act.
• Additional $50 million fee payable by Parent if it fails to close once all conditions are met.
• Outside termination date of 22 June 2026, extendable three months by Parent for antitrust clearance.

SpartanNash has entered into a definitive merger agreement with C&S Wholesale Grocers on June 22, 2025. Under the agreement, C&S will acquire SpartanNash for $26.90 per share in an all-cash transaction, with SpartanNash becoming a wholly-owned subsidiary of New Mackinac HoldCo.

Key terms of the merger include:

• The Board unanimously approved the merger as fair and in shareholders' best interests
• Transaction expected to close in Q4 2025, subject to regulatory and shareholder approvals
• Requires approval from majority of shareholders and HSR Act clearance
• Company termination fee of $35.4 million applies in certain scenarios
• Parent termination fee of $55 million for regulatory-related termination

Upon completion, SpartanNash will be delisted from NASDAQ and deregistered under the Exchange Act. The merger includes provisions for treatment of equity-based awards and includes customary non-solicitation provisions with fiduciary out exceptions.

SpartanNash has entered into a definitive merger agreement with C&S Wholesale Grocers on June 22, 2025. Under the agreement, C&S will acquire SpartanNash in an all-cash transaction where shareholders will receive $26.90 per share.

Key aspects of the transaction:

• Merger Sub (owned by C&S) will merge with SpartanNash, with SpartanNash surviving as a wholly-owned subsidiary
• Transaction requires SpartanNash shareholder approval at a special meeting to be announced
• Company will file preliminary and definitive proxy statements with SEC

The filing includes standard cautionary statements regarding forward-looking statements and details about potential risks, including regulatory approvals, closing conditions, and potential impacts on operations. Shareholders are urged to review the upcoming proxy materials carefully before making voting decisions.

On 22 June 2025, SpartanNash Company (Nasdaq: SPTN) filed an 8-K announcing it has signed an Agreement and Plan of Merger with New Mackinac HoldCo, Inc. (Parent), Mackinac Merger Sub, Inc. and C&S Wholesale Grocers, LLC (Guarantor). Under the agreement, Merger Sub will merge with and into SpartanNash, after which the Company will survive as a wholly-owned subsidiary of Parent.

At the effective time, each outstanding share of SpartanNash common stock (other than shares already held by Parent or Merger Sub) will automatically convert into the right to receive $26.90 in cash, without interest (the “Merger Consideration”). No stock or contingent consideration is contemplated, providing shareholders with an all-cash exit.

The transaction is subject to customary conditions, including (i) approval by SpartanNash shareholders at a forthcoming special meeting, (ii) required governmental and regulatory consents, and (iii) satisfaction or waiver of other closing conditions to be detailed in a subsequent 8-K. The Company will file preliminary and definitive proxy statements with the SEC; definitive materials will be mailed to eligible shareholders. The filing urges investors to read these documents in full when available.

A press release describing the transaction is furnished as Exhibit 99.1. Forward-looking statements in the filing highlight risks such as failure to obtain shareholder or regulatory approvals, potential termination fees, litigation, operational restrictions during the pendency of the deal, management distraction, and possible adverse effects on share price, credit ratings, employee retention and customer relationships if the merger is delayed or not completed.

This 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities. Further details, including the full merger agreement and any updates to conditions, will be provided in future SEC filings.