SpartanNash (NASDAQ: SPTN) extends antitrust review timeline for C&S merger
Rhea-AI Filing Summary
SpartanNash Company reported a procedural update on its planned merger with an affiliate of C&S Wholesale Grocers. On August 18, 2025, C&S voluntarily withdrew its previously filed Hart-Scott-Rodino (HSR) antitrust notification to give the Federal Trade Commission more time to review the transaction, and then resubmitted the filing on or about August 19, 2025, starting a new 30-day HSR waiting period. SpartanNash states that it and C&S continue to work constructively with FTC staff and continue to expect the transaction to close in late 2025, subject to required regulatory approvals, shareholder adoption of the merger agreement, and other customary closing conditions. The company reminds shareholders that a definitive proxy statement has been filed and mailed and urges them to base any vote on that document.
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Insights
HSR withdrawal/refile extends antitrust review but deal remains on track per parties.
The update centers on antitrust procedure for the planned SpartanNash–C&S transaction. C&S withdrew its Hart-Scott-Rodino filing on August 18, 2025 and refiled on or about August 19, 2025, restarting a new 30-day waiting period under the HSR Act. This is described as a standard step to provide the Federal Trade Commission more time to review certain transactions.
SpartanNash notes it and C&S are working constructively with FTC staff and state they continue to expect closing in late 2025, but completion remains contingent on regulatory approvals, shareholder adoption of the merger agreement, and other customary conditions. The extensive forward-looking statement section highlights risks that the transaction may be delayed, conditioned, or not completed, including potential regulatory conditions, termination scenarios with related fees, and business disruptions during the pendency of the deal.
For shareholders, the key near-term milestone is the vote on the merger agreement, guided by the definitive proxy statement filed on July 31, 2025 and mailed on or about the same date. Antitrust review outcomes and the timing of satisfaction of closing conditions will be defining factors for whether the transaction is ultimately completed in the late-2025 timeframe the parties currently reference.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 (“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.
On August 18, 2025, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), C&S voluntarily withdrew its HSR Act Notification and Report Form previously filed on July 18, 2025, in order to provide the Federal Trade Commission (the “FTC”) with additional time to review the Transaction.
In accordance with the regulations under the HSR Act, C&S resubmitted its HSR Act Notification and Report Form on or about August 19, 2025, commencing a new 30-day waiting period under the HSR Act. Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. The Company and C&S continue to work constructively with FTC staff in the FTC’s review of the Transaction and continue to expect to consummate the Transaction in late 2025, subject to the receipt of required regulatory approvals, the adoption of the Merger Agreement by SpartanNash’s shareholders, and the satisfaction or waiver of other customary closing conditions.
Additional Information and Where to Find It
In connection with the Transaction, SpartanNash filed with the SEC a definitive proxy statement relating to the Transaction on July 31, 2025 and first mailed the definitive proxy statement and a proxy card to shareholders of record of SpartanNash on or about the same day. This communication is not intended to be, and is not, a substitute for the definitive proxy statement or any other document that SpartanNash has filed or expects to file with the SEC in connection with the Transaction. SPARTANNASH URGES INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THESE OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPARTANNASH AND THE TRANSACTION. Any vote in respect of resolutions to be proposed at the SpartanNash shareholder meeting to approve the Transaction or other responses in relation to the Transaction should be made only on the basis of the information contained in the definitive proxy statement. Investors will be able to obtain free copies of the definitive proxy statement (when available) and other documents that will be filed by SpartanNash with the SEC at www.sec.gov, the SEC’s website, or from SpartanNash’s website at https://www.spartannash.com/. In addition, the definitive proxy statement and other documents filed by SpartanNash with the SEC (when available) may be obtained from SpartanNash free of charge by directing a request to Investor Relations at https://corporate.spartannash.com/investor-relations.
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
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SpartanNash, its directors and certain of its officers and employees, may be deemed to be participants in the solicitation of proxies from SpartanNash shareholders in connection with the Transaction. Information about SpartanNash’s directors and executive officers is set forth under the captions “Proposal 1–Election of Directors,” “Board of Directors,” “Ownership of SpartanNash Stock,” “SpartanNash’s Executive Officers,” “Executive Compensation” and “Compensation of Directors” sections of the definitive proxy statement for SpartanNash’s annual meeting of shareholders, filed with the SEC on April 1, 2025. Additional information regarding ownership of SpartanNash’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents may be obtained free of charge at the SEC’s web site at www.sec.gov and on the Investor Relations page of SpartanNash’s website located at https://corporate.spartannash.com/investor-relations. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Transaction will be included in the proxy statement that SpartanNash expects to file in connection with the Transaction and other relevant materials SpartanNash may file with the SEC.
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 failure to obtain the required vote of SpartanNash’s shareholders in connection with the Transaction; 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.
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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: August 20, 2025 |
SpartanNash Company |
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By: |
/s/ Ileana McAlary |
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Ileana McAlary Executive Vice President, Chief Legal Officer and Corporate Secretary |
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FAQ
What did SpartanNash (SPTN) disclose about its merger with C&S Wholesale Grocers?
SpartanNash disclosed that C&S voluntarily withdrew its Hart-Scott-Rodino antitrust filing on August 18, 2025 and resubmitted it on or about August 19, 2025, restarting a new 30-day waiting period to give the Federal Trade Commission more time to review the planned merger.
Does SpartanNash still expect the C&S transaction to close?
Yes. SpartanNash states that it and C&S continue to work constructively with FTC staff and that they continue to expect to consummate the transaction in late 2025, subject to regulatory approvals, shareholder adoption of the merger agreement, and other customary closing conditions.
Why did C&S withdraw and refile the HSR notification for SpartanNash?
C&S withdrew its Hart-Scott-Rodino notification to provide the Federal Trade Commission with additional time to review the transaction, and then refiled to commence a new 30-day waiting period, which the companies describe as a standard procedure for certain deals.
What approvals are still needed for the SpartanNash–C&S merger to be completed?
The transaction remains subject to required regulatory approvals, including antitrust review, the adoption of the Merger Agreement by SpartanNash’s shareholders, and the satisfaction or waiver of other customary closing conditions.
Where can SpartanNash (SPTN) investors find the definitive proxy statement for the transaction?
SpartanNash filed a definitive proxy statement on July 31, 2025, which is available for free at www.sec.gov and on the Investor Relations section of SpartanNash’s website at https://corporate.spartannash.com/investor-relations.