The Counterfactual · UBS vs Kroger · 2023 · 2:08

UBS was pushed into its merger and booked $27.7 billion. Kroger's was blocked.

UBS absorbed Credit Suisse for CHF 3 billion in a state-arranged rescue and booked $27.7 billion of negative goodwill. Kroger's $24.6 billion Albertsons deal was blocked by two judges in one day.

Transcript

Two giant mergers. One was pressed on the buyer over a weekend. The other was agreed by willing partners, with both boards behind it. Only one closed.

On March 19, 2023, UBS agreed to buy its failed rival Credit Suisse in an all-share deal, for total consideration of CHF 3 billion. The Swiss National Bank provided over CHF 100 billion in liquidity, and the government a loss guarantee of up to CHF 9 billion. In October 2022, Kroger agreed to buy Albertsons at $34.10 a share, about $24.6 billion, blessed unanimously by both boards.

UBS's chairman, Colm Kelleher, said it plainly: attractive for UBS shareholders, an emergency rescue for Credit Suisse.

UBS closed the deal in June 2023, and booked negative goodwill of $27.7 billion. Its 2023 net profit came to $27.8 billion.

Kroger's deal never closed. On December 10, 2024, two judges in two courtrooms killed it on the same day. Kroger terminated the agreement and authorized a $7.5 billion share buyback. Albertsons sued Kroger for at least $6 billion, including a $600 million termination fee.

UBS's win has a footnote. On October 1, 2025, a Swiss court ruled the write-off of Credit Suisse's AT1 bonds unlawful. Roughly 3,000 complainants filed over 360 cases. The bill just arrived.

The difference was not the size of the prize. UBS's downside was underwritten by the public, and the state wanted the deal. Kroger had to win over regulators and courts, and lost. Before you model a merger's upside, ask who carries its risk, and who can say no.

The records behind this video

Every figure in the video comes from these Decision Records, each with its sources.

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