[8-K] SpartanNash Co Reports Material Event
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
As previously disclosed, on June 22, 2025, SpartanNash Company, a Michigan corporation (the “Company” or “SpartanNash”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, New Mackinac HoldCo, Inc., a Delaware corporation (together with any successor or surviving entity, collectively, “Parent”), Mackinac Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Parent, and C&S Wholesale Grocers, LLC, a Delaware limited liability company (“Guarantor” or “C&S”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Transaction”), with the Company surviving the Transaction as a wholly-owned subsidiary of Parent.
The consummation of the Transaction is conditioned upon, among other things, the expiration or termination of any waiting periods applicable to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). As previously disclosed, on August 18, 2025, C&S voluntarily withdrew its HSR Act Notification and Report Form previously filed on July 18, 2025 and resubmitted its HSR Act Notification and Report Form with respect to the Transaction with the U.S. Federal Trade Commission (the “FTC”) on August 19, 2025. The new 30-day waiting period imposed by the HSR Act in connection with the Transaction expired at 11:59 p.m. on September 18, 2025, without action by the FTC.
The Company expects the closing of the Transaction to occur on or about September 22, 2025.
Cautions Regarding Forward Looking Statements
The matters discussed in this communication and in any related oral statements include “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including statements regarding the Transaction, shareholder and regulatory approvals and the expected timetable for completing the Transaction. These forward-looking statements may be identifiable by words or phrases indicating that SpartanNash and/or C&S “expects,” “projects,” “anticipates,” “plans,” “believes,” “intends,” or “estimates,” or that a particular occurrence or event “may,” “could,” “should,” “will” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook,” “trend,” “guidance” or “target” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the combined company is “positioned” for a particular result, or similarly stated expectations. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date made. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies may affect actual results and could cause actual results to differ materially. These risks and uncertainties include the timing to consummate the Transaction and the risk that the Transaction may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to closing of the Transaction may not be satisfied or waived; the risk that a governmental or regulatory approval that may be required for the Transaction is not obtained or is obtained subject to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from, the Transaction; legislative, regulatory, and economic developments; risks that the proposed transaction disrupts SpartanNash’s current plans and operations including the continued payment of quarterly dividends; the risk that certain restrictions during the pendency of the Transaction may impact SpartanNash’s ability to pursue certain business opportunities or strategic transactions; the diversion of management’s time on Transaction-related issues; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the Transaction could have adverse effects on the market price of SpartanNash’s common stock, credit ratings or operating results; and the risk that the Transaction and its announcement could have an adverse effect on the ability to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. SpartanNash and C&S can give no assurance that the conditions to the Transaction will be satisfied, or that it will close within the anticipated time period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 19, 2025 | SpartanNash Company | |
| By: | /s/ Ileana McAlary | |
| Ileana McAlary | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||
