Price Chopper, Tops to Merge

Price Chopper/Market 32 and Tops Markets, two iconic independent chains in upstate New York long in search of partners, have agreed to a merger, the companies said.

Financial terms were not immediately disclosed.

The transaction will unite well-known neighboring regional supermarket brands that have each been in search of additional scale and competitive power. Combined, they said they would operate nearly 300 stores in the Northeast, nearly doubling their current size. Price Chopper currently operates 163 stores in New York, Vermont, Connecticut, Pennsylvania, Massachusetts and New Hampshire, while Tops controls 162 stores, including five operated by franchisees in New York, Pennsylvania and Vermont.

Scott Grimmett, Price Chopper/Market 32’s president and CEO, will be CEO and serve on the board of directors of the new parent company, whose headquarters will be based in Price Chopper’s Schenectady, N.Y., home.

Frank Curci, Tops Markets’ chairman and CEO, will serve on the board of directors and act as a consultant to assist in the transition. Blaine Bringhurst, Price Chopper/Market 32’s EVP of merchandising, marketing and store operations, will lead the Price Chopper/Market 32 business. John Persons, Tops Markets’ president and chief operating officer, will lead the Tops Markets business.

Tops will maintain offices in Williamsville, N.Y., near Buffalo, and will continue to be managed locally by its leaders.

“This merger marks a major step forward and collectively elevates our ability to compete on every level,” said Grimmett. “It leverages increased value for our customers; advances shared opportunities for innovation; fortifies the depth of our workforce, community and trade partnerships; and ultimately accelerates our capacity to deliver a distinctively modern and convenient shopping experience. Given the vital role that supermarkets and their workforces play in our communities, particularly this past year, I am excited to lead the parent company of these two historic grocery retailers.”   

“We have long believed that this merger makes sense both strategically and based on the similar ways in which we each put customers first, go to market and treat our people,” said Curci. “We look forward to working closely with the Price Chopper/Market 32 team and together becoming an even stronger competitor with more scale, as we continue serving our customers and communities.”

Price Chopper, long controlled by the Golub family, has long been exploring various financial strategies for some time, in part to support an ongoing effort to renew its Price Chopper supermarket brand with a more consumer-focused successor known as Market 32. Sources said a potential deal for it to be acquired by Albertsons Cos. fell through in 2015. Tops is owned by executives who acquired it in a management buyout from Morgan Stanley Private Equity, which had bought it from Ahold. Tops filed for bankruptcy protection in early 2018 largely to address debts exacerbated by high pension obligations that had interfered with its growth. It emerged late that year and has since accelerated a store renewal program.

“I’ve seen tremendous change in our industry across my 65-year career and have long been an advocate for the promise of innovation and partnership, like that which has driven this merger forward,” said Neil Golub, Price Chopper/Market 32’s executive chairman. “I can assure you that our commitment to sustaining and improving the communities in which we operate remains steadfast.”

“Tops has always put serving customers and providing an exceptional shopping experience at the center of everything we do, and this merger is no different,” said Persons. “Our associates, who take pride in their work and recognize the importance of the role they play in taking care of customers and communities, will continue to be the backbone of our company."

The transaction is expected to close in the coming months, subject to regulatory approval and customary closing conditions. Financial terms of the transaction were not disclosed.

PJ Solomon is acting as exclusive financial adviser to Price Chopper. Harter Secrest & Emery LLP and Wilson Sonsini are serving as legal advisers to Price Chopper. Deutsche Bank Securities Inc. is acting as exclusive financial adviser to Tops Markets. Paul Weiss LLP and Hogan Lovells U.S. LLP are serving as legal advisers to Tops Markets.