SpartanNash completes merger with C&S Wholesale Grocers, delists from Nasdaq

SpartanNash Company (NASDAQ:SPTN) announced Monday it has completed its previously disclosed merger with C&S Wholesale Grocers, LLC, through New Mackinac HoldCo, Inc. and Mackinac Merger Sub, Inc. As a result of the transaction, SpartanNash has become a wholly owned subsidiary of New Mackinac HoldCo.

Under the terms of the merger agreement, each share of SpartanNash common stock outstanding immediately prior to the merger, excluding shares held by the acquiring entities, was converted into the right to receive $26.90 in cash, subject to applicable withholding taxes. This price represents a significant premium to the company’s 52-week low of $17.30. The company stated that all equity-based awards were treated in accordance with the agreement, with cash payments or conversions to cash-based awards based on vesting conditions.

In connection with the closing of the merger, SpartanNash repaid all obligations under its existing credit facility and terminated all related commitments, liens, and guarantees. The company maintained strong financial health leading up to the merger, with a healthy current ratio of 1.57, indicating solid liquidity to meet short-term obligations.

SpartanNash notified The Nasdaq Stock Market that trading of its common stock was suspended before the market opened on Monday. The company requested that Nasdaq file a notification of removal from listing and registration of its shares with the Securities and Exchange Commission (SEC). SpartanNash also intends to file a Certification and Notice of Termination of Registration with the SEC to end its reporting obligations for its common stock.

As part of the transaction, all directors of SpartanNash resigned at the effective time of the merger, and directors of the merger subsidiary assumed board positions for the surviving corporation. The company’s officers prior to the merger continue as officers of the surviving corporation. SpartanNash’s articles of incorporation and bylaws were amended and restated as part of the merger process.

This information is based on a press release statement included in the company’s Form 8-K filing with the SEC.

In other recent news, SpartanNash Company reported second-quarter earnings that exceeded analyst expectations, primarily due to improved gross margins and contributions from recent acquisitions. This financial performance highlights the company’s ability to enhance profitability amidst ongoing business activities. Additionally, SpartanNash announced that the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed merger with C&S Wholesale Grocers expired without action from the U.S. Federal Trade Commission, satisfying a significant regulatory condition for the transaction. The merger agreement, initially disclosed in June, will see SpartanNash merge with Mackinac Merger Sub, Inc., a wholly owned subsidiary of New Mackinac HoldCo, Inc.

In related developments, SpartanNash and C&S Wholesale Grocers have voluntarily withdrawn and resubmitted their Hart-Scott-Rodino Antitrust Notification and Report Form to allow the Federal Trade Commission more time for review. This move restarts the standard 30-day antitrust waiting period and is described as a routine procedure. These recent developments provide investors with critical insights into SpartanNash’s ongoing strategic and financial activities.

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