Albertsons’ General Counsel Juliette Pryor exits

Juliette Pryor, executive vice president, general counsel and corporate secretary at Albertsons Cos., is leaving the supermarket giant to join home improvement retailer Lowe’s Cos. at chief legal officer and corporate secretary.

Plans call for 30-year legal veteran Pryor to start in her new C-suite post on May 3, taking over from the retiring Bill McCanless, Mooresville, North Carolina-based Lowe’s said Monday. The chain, with about 300,000 employees, totaled fiscal 2022 sales of more than $97 billion and now operates 1,700 home improvement stores.

Albertsons, with headquarters in Boise, Idaho, couldn’t immediately be reached by Winsight Grocery Business for comment on whether the company has initiated a search for a successor to Pryor or named an interim general counsel.

Pryor has served nearly three years as Albertsons’ general counsel and corporate secretary, coming to the grocer in mid-June 2020 to succeed Bob Gordon, who retired after over 20 years at Safeway and Albertsons. In that role, she led the corporate governance and compliance functions as well as matters related to financial reporting, mergers and acquisitions, labor and employment, real estate, litigation, data privacy and government affairs. She joined Albertsons after spending nearly four years at conglomerate Cox Enterprises, most recently as senior vice president, general counsel and corporate secretary.

Before that, Pryor spent more than 11 years at foodservice distributor US Foods, most recently as executive VP, general counsel and chief compliance officer, and served as counsel at law firm Skadden Arps Slate Meagher & Flom. Earlier in her career, she was general counsel and corporate secretary at telecom e.spire Communications, legal adviser to the vice chairman of the U.S. International Trade Commission and in-house counsel at IBM.

Juliette Pryor,  general counsel at Albertsons Cos., is set to join Lowe's Cos. as chief legal officer next month. / Photo courtesy of Lowe's

Changeover at key legal role with pending merger

The transition at the role of general counsel—typically a company’s main attorney and source of legal guidance—comes as Albertsons and merger partner Kroger undergo an antitrust review by federal and state regulators for their $24.6 billion deal, unveiled in October. Under the transaction, Cincinnati-based Kroger is slated to acquire Albertsons.

To get the regulatory green light, Kroger and Albertsons have estimated they need to make 100 to 375 store divestitures via direct sales to buyers or spinoffs into a new Albertsons subsidiary dubbed SpinCo, which would operate as a stand-alone public company. The merger pact sets a store divestiture ceiling of 650, at which point the companies could re-evaluate the transaction.

Kroger and Albertsons have said they expect to finalize the deal in early 2024, pending federal and state regulatory approval and other customary closing conditions. Yet Wall Street analysts and other industry observers say antitrust clearance is likely to take longer for such a large transaction—the biggest U.S. supermarket merger ever—and could last up to two years.

In early December, Kroger reported that it received a second request for information from the FTC on the proposed merger. The move signaled that the FTC holds significant antitrust concerns and seeks a deeper investigation, which observers say could extend the review by months and the time to finalize the transaction by a year.

“The merger is currently under review by the U.S. Federal Trade Commission. The company submitted its initial filing under the HSR [Hart-Scott-Rodino] Act on Nov. 3, 2022. Kroger and the company each received a request for additional information and documentary materials under the HSR Act on Dec. 5, 2022. The company and Kroger are currently cooperating with the FTC in respect of the merger review process, including responding to the second requests,” Albertsons stated in a Schedule 14-C filing with the Securities and Exchange Commission on April 5.

“In addition to the merger review being conducted by the FTC, several states—including Alaska, Arizona, Arkansas, California, Colorado, the District of Columbia, Idaho, Illinois, Maryland, Nevada, New Mexico, Oregon, Texas, Vermont, Virginia, Washington and Wyoming—also are reviewing the merger under applicable state and federal antitrust laws and have been provided waivers by the company and Kroger to coordinate with the FTC on their ongoing review (with the exception of New Mexico, which waiver is in progress),” Albertsons’ filing stated. “The company and Kroger are prepared to divest certain stores if required for the regulatory approval of the merger by the FTC or other authority, including individual states investigating the transaction.”

Opposition to the Kroger-Albertsons merger deal has continued to grow, including from consumers, organized labor and a range of advocacy groups. Last month, a coalition of about 100 organizations launched a “Stop the Merger” campaign website to sway regulators to block the Kroger-Albertsons merger. In February, a group of 25 consumers from 11 states filed a private lawsuit in federal court to halt the merger. UFCW, the nation’s largest grocery retail and food workers union, and its local chapters also have spoken out against a combination of Kroger and Albertsons.