Fred Meyer, Albertsons internal documents show fierce competition before merger talks: ‘We must stay hungry’
Published 11:22 am Wednesday, April 10, 2024
- Kroger said it doesn't plan to sell any of the region's Fred Meyer stores in its proposed merger with Albertsons.
New filings in the Federal Trade Commission’s lawsuit to block Kroger’s $24.6 billion bid to buy its next largest rival, Albertsons Co., detail the fierce competition between the two companies in Portland.
Kroger is the parent company of Fred Meyer and QFC, while Albertsons owns Safeway. In Portland and other markets where the companies have significant overlap, a fight for market share between the two has helped keep grocery prices down and the quality of products and services up, federal regulators argued in a lawsuit filed on Feb. 21.
“We must stay hungry, sharp and on top of our business. Kroger is hurting and looking to gain share back. WE MUST NOT LET THEM,” Albertsons’ vice president of marketing and merchandising wrote in an internal email about Kroger’s promotional ads in Portland, according to newly unredacted passages in the suit filed in federal court in Portland.
Kroger executives, in turn, refer in internal communications to Albertsons and Safeway stores as their “#1 direct competitor” and “biggest competitors.”
The statements were previously censored over concerns that they contained confidential information that could competitively harm Kroger and Albertsons.
The Federal Trade Commission initially filed a heavily redacted version of its lawsuit to block what would be the largest supermarket merger in U.S. history, along with an unredacted copy that still remains under seal.
On Tuesday, the federal court in Portland filed an amended version of the public version of the lawsuit that revealed dozens of previously redacted passages.
The newly unveiled statements contained in the lawsuit adds more texture to the Federal Trade Commission case against the proposed merger, which regulators say would hurt both customers and workers. They argue the deal would reduce competition in the grocery industry, resulting in higher food prices and lower wages for workers, and they lean on the companies’ own words to make the case.
Kroger and Albertsons have structured their deal to introduce a new competitor to the markets where they overlap by selling stores to a grocery supplier, C&S Wholesale Grocers. The much smaller company operates a handful of stores in the Northeast and licenses the Piggly Wiggly brand in the South and Midwest to store operators.
In another newly unsealed statement, a Kroger executive acknowledged after the deal was announced that “Albertsons has made a lot of improvements in many of their stores” in markets that would be impacted by the merger, which regulators say illustrate how the two companies pit themselves against one another, which pushes the grocers to raise their quality and offerings to gain customers.
Other unredacted sections provide a better picture of the government’s case on how a merger would impact unionized stores. Federal regulators argued that Kroger and Albertsons have largely unionized workforces, enabling the unions to pit the competitors against one another to gain leverage during contract negotiations.
Another unredacted passage indicates that an Albertsons’ labor executive refers to Kroger “bargaining competitor” since the two companies “compete for sales and talent while engaging in bargaining with local unions at the same time.”
The Federal Trade Commission alleged that, in 2019, Kroger and Albertsons “successfully coordinated” in negotiations with Portland union workers that led to less favorable wages and working conditions for employees. It also allowed Kroger to “push through” a “reduction in healthcare reserve funding,” according to a newly unredacted passage.
The merger, federal regulators say, would serve to formalize that back-channel strategizing.
“The proposed acquisition is ‘a way out of it’ that would allow (Kroger and Albertsons) to have total alignment in future negotiations, to the detriment of union grocery workers,” federal regulators alleged.United Food and Commercial Workers Local 555 — which represents the majority of workers at Albertsons, Safeway, Fred Meyer and QFC in Oregon and parts of Washington — endorsed the deal in January, saying that the deal would have a better outcome for workers than Albertsons’ sale to a different buyer.
But the union’s national umbrella and many other local chapters, as well as the Teamsters union that represents warehouse and transportation workers, have opposed the merger.
The newly unredacted complaint also shed more light on regulators’ concerns about Kroger and Albertsons’ divestiture plan. Last fall, the two companies promised to preserve competition under their merger deal by selling more than 400 stores to New Hampshire-based C&S for $1.9 billion. That sale would include at least 49 stores in Oregon.
The Federal Trade Commission argued that C&S lacks the experience in the food retail market and would “face multiple significant obstacles stitching together a viable business” that would make it a viable competitor.
Newly cleared sections suggest that C&S lacks experience running a grocery operation and that “even C&S admits, the proposed divestiture lacks the scale and necessary assets” that Kroger and Albertsons “rely on today to successfully operate their respective businesses.”
While the two supermarket giants and C&S have said that the merger won’t result in store closures, federal regulators alleged that “C&S admits that these commitments have no legally binding effect or duration, and C&S has reserved its right to close or sell supermarkets once the transition is completed.”
In newly uncensored sections, federal regulators cited internal company documents in which C&S contemplated selling the real estate it acquires in the deal, then leasing it back — recouping $1.5 billion of its purchase costs but potentially putting individual stores in a more vulnerable position, subject to the whims of a third-party landlord.
Lauren La Bruno, spokesperson for C&S Wholesale Grocers, said that the company “is deeply committed to our transformation strategy, which includes the expansion of our retail footprint.”
“C&S has an experienced management team with an extensive background in food retail and distribution and has the financial strength to continue investing in associates and the business,” La Bruno added. She also contends that the company has “a strong track record as a successful grocery retailer” that serves 7,500 independent supermarkets, retail chain stores and military bases.
But the Federal Trade Commission argues that C&S currently operates only 23 retail supermarkets — under the Piggly-Wiggly and Grand Union banners — and only one retail pharmacy. The rest of the stores are not operated by C&S, as the company acts as their supplier.
C&S acquired most of the stores it owns and operates in 2021 and 2022, regulators argued, making the company a “poor choice for a divestiture buyer” that would increase the likelihood that the divested stores would “flounder or fail.”
Kroger and Albertsons are two of Oregon’s biggest grocery chains, with more than 170 stores altogether under the Fred Meyer, QFC, Albertsons and Safeway brands. Kroger did not respond to inquiries on Tuesday, and Albertsons officials declined to comment on the lawsuit’s newly unredacted details.