Kroger has been the subject of countless headlines and legal proceedings since announcing its (heavily scrutinized) proposed $24.6 billion merger with Albertsons nearly two years ago, but it appears the grocery giant may now be preparing for the deal’s closing. On Thursday, the Cincinnati-based supermarket chain announced it has started private exchange offers for certain eligible holders to swap outstanding notes issued by Albertsons Companies, Inc. and its subsidiaries for up to $7.4 billion in Kroger notes and cash. The exchange offers and consent solicitations are being conducted in connection with and conditioned upon the closure of the merger. To appease antitrust regulators reviewing the deal, Kroger also announced plans to lower grocery prices by $1 billion, as reported by Bloomberg. Previously, the grocery chain had promised to cut prices by $500 million at Albertsons stores. However, U.S. Senators Elizabeth Warren (D-Mass.) and Bob Casey (D-Pa.) have voiced concerns about Kroger’s use of electronic shelving labels (ESLs) to surge grocery prices and exploit consumers. ESLs are price tags that allow companies to engage in dynamic pricing, changing the price of goods based on temporary factors such as the time of day. By updating price tags with the click of a button, corporations can price gouge and raise consumer costs at times when certain products are in the highest demand, Warren and Casey allege. Kroger began using the technology in 2018 and has since expanded it to 500 stores. “The increased use of dynamic pricing will drive company profits higher – leaving consumers with the bill. It is outrageous that, as families continue to struggle to pay to put food on the table, grocery giants like Kroger continue to roll out surge pricing and other corporate profiteering schemes,” the lawmakers wrote in a letter to Rodney McMullen, chairman and CEO of Kroger. In other legal news, four state attorneys general from Alabama, Georgia, Iowa and Ohio last week told the Oregon federal judge overseeing the Federal Trade Commission’s (FTC) challenge to the Kroger-Albertsons merger that blocking it would hurt competition. In their opposition, the AGs said that the deal would “likely increase, not restrain” competition in the market for grocery sales, benefiting consumers. They continued, “[The merger] promises to strengthen Kroger’s ability to compete effectively for consumer dollars in an already crowded field of retailers, and there is no factual or legal basis for the Commission to claim otherwise.” Last month, an administrative judge paused the FTC’s in-house case to allow the defendants to handle the antitrust conflicts in Colorado and Washington state and the FTC’s suit in an Oregon court. Additionally, a Colorado judge and the state’s attorneys general agreed to an order temporarily halting the proceedings until the Colorado District Court rules on the state’s lawsuit seeking to permanently block the deal. Prior to the order, the two grocery giants had maintained the deal would close in August. They now claim the merger will be completed in Q4 2024, but only time will tell. | 
