2012 U.S. Retail & Consumer M&A Deal Volume and Value Jump Significantly, According to PwC US

Increased Volume of 'Mega' Deals Drove Deal Value Growth

PE Activity in Retail Approached Pre-Downturn Levels with IPO Activity on the Rise

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Jan 31, 2013, 09:59 ET

NEW YORK, Jan. 31, 2013 /PRNewswire/ -- U.S. retail and consumer merger & acquisition (M&A) activity in 2012 was primarily driven by corporations spinning off businesses, private equity (PE) investment in retail, increased cross border activity and expansion into e-commerce, according to PwC's US retail and consumer M&A insights 2012 Year in Review and 2013 Outlook report released today.

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The report finds that strong retail and consumer deal activity in 2012 drove both deal volume and value up from the prior year as the number of larger deals over $1 billion almost doubled. Private equity activity in the retail sector comprised nearly 40 percent of deal volume and 55 percent of deal value, and IPO volume increased 38 percent.

"While the prolonged negotiations on the fiscal cliff dampened the positive momentum heading into 2013, consumer sentiment improved significantly, and we expect retail and consumer companies to continue to use acquisitions to drive growth and adapt to the latest consumer trends," said Leanne Sardiga, partner and PwC's US retail & consumer leader, deals practice. "We expect several factors to impact the R&C deal landscape in 2013, including continued cross border activity, additional investment by PE investors in retail, and companies continuing to expand omnichannel capabilities."

According to PwC, there were a total of 130 deals in the retail and consumer sector with values greater than $50 million in all of 2012, representing $91.2 billion, a 20 percent increase in volume and doubling the value seen in 2011. During the fourth quarter of 2012, deal volume and value increased 21 percent and 100 percent, respectively, to 41 deals at a total value of $26.2 billion, from the fourth quarter of 2011, which PwC attributes to sellers pushing to close deals before year end.

Deal activity in the consumer space continues to be partially driven by large CPG companies selling non-core operations and brands. PwC expects the trend to continue during 2013 as CPG companies look to sell underperforming assets and reinvest in higher margin and growth products and markets.

Cross border deal activity has remained consistent with prior year levels, representing 40 percent of deal volume and 50 percent of deal value in 2012. Asia was a leading area for U.S. investment abroad as U.S. companies continue to seek out opportunities to take advantage of the expected growth in consumer spending across the Asian economies. Internationally, PwC anticipates R&C companies to continue to invest in emerging markets, with China and Brazil being a focal point as their middle class continues to expand and their consumer economy grows.

Divestitures (excluding spin-offs) during 2012 represented 30 percent of R&C deal volume compared to 32 percent in 2011. For deals with values greater than $50 million, divestiture deal volume was relatively flat compared to 2011, while deal value was up $18 billion, largely driven by one major deal during the year. In addition to divestitures, the R&C sector has seen continued activity in corporate spin-offs as companies reassess their portfolios and positioning in an increasingly competitive environment. Corporate spin-offs in 2012 generally focused on realigning businesses to distribution channels or high versus low growth product segments and, according to PwC, as these companies begin to operate separately, it is expected that there will be increased M&A activity to drive growth in the re-focused business segments. Moreover, PwC expects consumer-branded companies to continue to evaluate their portfolios and divest or spin-off products.

Positive deal trends across sub-sectors

The report states that the retail and consumer sector continues to be largely driven by food and beverage transactions both in terms of deal volume and deal value. While the number of food and beverage deals decreased from 2011, total transaction value returned to historical levels seen in 2009 and 2010 from a five-year low of $7 billion in 2011 to $36 billion in 2012 – a 414 percent increase. Average deal size in food and beverage also bounced back and grew from $107 million in 2011 to $617 million in 2012 as a result of eight food and beverage mega transactions and corporate buyers' decision to more aggressively grow through acquisition.

Specialty retail, after several years of very little M&A activity, saw an increase in mid-market acquisitions in 2012 with 18 deals (with values greater than $50 million) compared to less than four deals in 2011 and 2010. Also, the value of billion dollar-plus deals more than doubled over the same periods – resulting in a banner year in terms of transaction value with approximately $14 billion in disclosed deals.

Private equity continued to play a pivotal role in the apparel, footwear and accessories, and restaurants subsectors, accounting for slightly less than half of all transaction volume and nearly 80 percent of transactions valued at more than $1 billion. Restaurant deals were also heavily dominated by financial buyers and PwC expects PE will continue to be active in the restaurant subsector as they see opportunities to improve operating efficiencies during the economic downturn and position for growth.

Grocery, drug, discount, and mass retailer deal volume and value saw better than average growth during the year as well. Deal volume and value for deals over $50 million more than doubled over the prior year, with the volume increase driven by middle market deals (greater than $500 million) and growth in deal value due to the several large deals.

Retail and consumer IPO volume during 2012 increased 38 percent compared to 2011, although IPO proceeds decreased 28 percent – mainly a result of two large IPOs in 2011 that raised proceeds of $2.2 billion. Retail IPOs drove the volume growth in the R&C sector during 2012 as they doubled compared to 2011, raising $1.8 billion. The number of consumer IPOs was down slightly compared to 2011 and raised $1.4 billion in proceeds. Financial sponsors remained active in the sector, backing 13 and 14 IPOs in 2011 and 2012, respectively, representing $4.1 billion and $1.7 billion of the proceeds raised.

"A positive deals outlook for the R&C sector is expected for the year ahead as corporate cash balances remain at all-time high levels and the dry powder and low debt financing costs in private equity should contribute to on-going deal activity," added Sardiga. "At PwC, we work with retail and consumer companies and PE firms on their pre-transaction due diligence, helping recent acquirers with integration plans, and are also working with others on their exit strategies – and we see continued interest in M&A as a strategic enabler. A limiting factor may be the availability of high quality businesses for sale despite the buyer appetite, which may put further upward pressure on deal prices and the need to have a sound diligence and integration plan."

PwC's US retail and consumer M&A insights is a quarterly analysis based on data for transactions with a disclosed deal value greater than $50 million, as provided by Thomson Reuters through December 31, 2012, and supplemented by additional independent research. Information related to previous periods is updated periodically based on new data collected by Thomson Reuters for deals closed during previous periods but not reflected in previous data sets.

PwC's Deals practitioners help corporate and private equity executives navigate transactions to increase value and returns. In today's increasingly daunting economic and regulatory environment, experienced M&A specialists assist clients on a range of transactions from smaller and mid-sized deals to the most complex transactions, including domestic and cross-border acquisitions, divestitures and spin-offs, capital events such as IPOs and debt offerings, and bankruptcies and other business reorganizations. We help clients with strategic planning around their growth and investment agendas and then advise on the business-wide risks and value drivers in their transactions for more empowered negotiations, decision making and execution. Clients can then expedite their deals, reduce their risks, capture and deliver value to their stakeholders, and quickly return to business as usual.

Our local and global deal strength is derived from over 1,400 deal professionals in 21 cities in the U.S. and over 9,800 deal professionals across a global network of firms in 75 countries. In addition, our network firm PwC Corporate Finance can provide investment banking services within the U.S.

For more information about M&A and related services in the retail and consumer industry, please visit www.pwc.com/us/deals or www.pwc.com/retail.

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