John Frangi, Alistair Newton and Tina Kameas from international law firm Hamilton Locke said the upcoming reforms to Australia’s merger control regime will particularly affect landlords dealing with Coles and Woolworths, requiring careful planning to maintain deal certainty.
“This represents a fundamental shift in how property transactions involving major supermarkets will proceed,” the group said.
“For the first time, certain acquisitions involving Coles and Woolworths will require mandatory pre-approval from the ACCC, creating a new layer of regulatory oversight that landlords must navigate.”
Hamilton Locke said that while notification obligations rest with the supermarkets themselves, landlords will feel the practical impacts when transactions fall within specific categories.
“The new rules apply to two main scenarios: when major supermarkets acquire shares or assets resulting in control of a supermarket business, and when they acquire interests in land,” they said.
“For landlords, the second category is particularly relevant, as notification is triggered when the land includes commercial buildings exceeding 1,000 square metres, or undeveloped land over 2,000 square metres.”
According to Hamilton Locke, landlords planning developments with major supermarkets as anchor tenants need to understand how these requirements could affect project timelines.
“Deals involving major supermarkets may face delays until ACCC clearance is obtained, potentially disrupting funding arrangements and creating broader uncertainty for commercial projects.”
“This is especially important for landlords planning new developments, restructuring existing lease arrangements, or seeking finance where a major supermarket underpins the project’s viability.”
Hamilton Locke outlined the structured review process established by the ACCC, noting that timing considerations will become crucial for property transactions.
“The review process occurs in stages, with a phase one review taking up to 30 business days, though simple transactions may clear in as little as 15 business days,” they said.
“More complex deals with competition concerns could face a phase two review lasting up to 90 business days, and the ACCC can pause these timeframes by requesting additional information.”
The process also carries significant costs that increase as transactions move through the ACCC stages.
Current fees start at $8,300 for a waiver application, rising to $56,800 for a phase one notification, and potentially reaching $1,595,000 for a phase two review of high-value transactions.
“Additionally, all notifications and waiver applications will become public, meaning deals could be visible in the market before clearance is obtained, potentially affecting negotiations in competitive processes.”
Hamilton Locke explained that early preparation will be key for landlords to successfully navigate the new regulatory environment.
“Landlords who seek early advice can quickly identify whether planned deals require notification, maintain flexibility in their agreements, avoid costly delays, and be better positioned in negotiations with major supermarket tenants.”
With the new rules commencing from January 2026, landlords involved with Coles, Woolworths or their related entities should begin preparing now to protect commercial value, project timelines, and negotiating positions.
