Industry Reports

Consumer & Retail | Q3 2025 | PCE Investment Bankers

Written by Joe Anto | Oct 13, 2025 6:04:20 PM

Executive Summary

Valuation demand held firm into Q3 2025: LTM median TEV/EBITDA = 9.52x and LTM median TEV/Revenue = 1.55x on 1,143 LTM transactions, reflecting persistent competition for branded, digital-native, and wellness-focused assets amid resilient consumer spending. Retail demand stayed robust on premiumization and experiential trends, while consumer products benefited from health-conscious shifts (e.g., BFY foods, D2C platforms) and easing inflation (down to ~2.7% mid-year). The period’s largest announced/closed transactions included DICK'S Sporting Goods' $5.3B acquisition of Foot Locker, OpenAI's $5.0B purchase of io Products, Apollo's $2.2B buy of Everi Holdings, and Flutter's $1.6B deal for FanDuel—each underscoring buyers’ tilt toward scalable brands, tech integrations, and entertainment ecosystems.1

Market Dynamics

Deals: 231 in Q3; LTM 1,143 (vs. 1,345 a year ago). Valuations: LTM medians 9.52× EBITDA / 1.55× revenue. Strategics leaned into omnichannel integrations (retail media, last-mile efficiency) and luxury consolidations, and financial sponsors favored brand management roll-ups with licensing economics. E-commerce remained thematically relevant, with AI-led discovery gaining traction, though diligence increasingly weighs tariff risks and cost pass-throughs [2

Buyer Landscape

Strategic Acquirers: Strategic purchasers accounted for 75.2% of the LTM deals (859 of 1,143), solidifying their position as key integrators in the Consumer & Retail space. Momentum persisted in labeled merchandise, accommodations, and client-focused offerings with elevated lifetime worth.1

Financial Buyers: Financial sponsors made up 12.3% of LTM deals (141 of 1,143), prioritizing expandable, revenue-stable enterprises.1

 

Industry Comparison

Despite a lower LTM count vs. 2024, consumer & retail valuation medians outpaced broader goods cohorts, supported by resilient premiumization, D2C loyalty, and experiential demand. Mid-year credit and industry outlooks highlight easing rate headwinds and stabilizing inflation supportive for deal underwriting, though tariff risks and labor shortages still elongate integration timelines.4

 

Geographic Expansion

Top U.S. States: California topped states with 114 deals, trailed by Florida (96) and Texas (89), underscoring ongoing M&A clustering in primary buyer hubs.1

Cross-Border Trends: Targets in the U.S. drew robust overseas attention, with significant international buys demonstrating worldwide desire for proven American buyer brands and holdings.1

Notable Transactions

Largest Transactions Closed

Target Buyer Value
Foot Locker, Inc. DICK'S Sporting Goods, Inc. $5,277.17
io Products, Inc. OpenAI, L.L.C. $5,000.00
Everi Holdings Inc. Apollo Global Management, Inc. $2,234.29
FanDuel Inc. Flutter Entertainment plc $1,550.00
Family Dollar Stores, LLC Brigade Capital Management, LP; Macellum Management, LP

$1,007.50

Curtis Instruments, Inc. Parker-Hannifin Corporation $1,000.00
Sizzling Platter, LLC Bain Capital, LP $1,000.00
CWT US, LLC Global Business Travel Group, Inc. $540.00
Town Center Plaza and Crossing Federal Realty Investment Trust $289.00
Marriott Seattle Waterfront Seafront Fjord Owner, LLC $145.02

Other Strategic Buyer Transactions Closed

Target Buyer Value
Washington Marriott at Metro Center T2 Hospitality, LLC $127.99
Nine Orchard MML Hospitality $92.00
Chairish, Inc. Auction Technology Group plc $85.00
El Encanto Hotel And Garden Villas Culver Capital Group, Inc. $82.20
LBMP, LLC Swickard Auto Group $70.00

Other Financial Buyer Transactions Closed

Target Buyer Value
The Westin Tampa Waterside Rockpoint Group, L.L.C.; Newbond Holdings $95.00
Highland Light Steam Laundry, Inc. Surge Private Equity LLC $50.00
Hotel Five in Belltown DVP 2200 5 LLC $25.50
Aloft Nashville West End Somera Capital Management, LLC $25.00
Oasis Hotel Waikiki Eagle Point Hotel Partners LLC $23.00

Source S&P Capital IQ as of 10/2/2025 and PCE Proprietary Data

Emerging Trends

Key trends shaping Consumer and Retail M&A:

  1. Shift to Fewer, Larger Deals
    Deal volume declined while values surged, with buyers prioritizing high conviction, megadeals for scale and strategic synergies amid economic caution. This reflects a focus on transformative transactions over smaller ones.5
  2. AI & Tech-Enabled Capabilities
    Retailers accelerated acquisitions in AI-driven shopping assistants, data monetization, and omnichannel tech to boost discovery, efficiency, and retail media networks.2
  3. Tariff and Trade Resilience Focus
    Heightened trade frictions prompted deals emphasizing nearshoring, regional consolidations, and supply chain optimizations to mitigate tariff impacts on imports.3
  4. Subsector Spotlight: Specialty Retail
    Momentum in athletic and discount channels through consolidations for market share and efficiency, exemplified by DICK’S Sporting Goods’ Foot Locker acquisition and Family Dollar’s divestiture to Brigade Capital.1
  5. Subsector Spotlight: Food & Beverage
    Expansion into wellness and "better-for-you" segments via bolt-ons, with PE targeting scalable QSR platforms like Sizzling Platter to capture health trends.2

Outlook for Next Quarter

Opportunities: Easing monetary policy and resilient consumer spending in select areas will drive investments in AI innovations, digital infrastructure, and sustainable brands, unlocking growth in e-commerce and wellness.4

Risks: Ongoing geopolitical tensions, tariff uncertainties, and slowing GDP growth could strain margins, delay executions, and heighten scrutiny in cross-border deals.4

Predicted Activity: Expect a flurry of megadeals, PE exits via carve-outs, and strategic portfolio refinements, with activity concentrating in AI-fueled and resilient subsectors like retail media.3

PCE Transactions

 

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Data Assumptions

This report represents transaction activity as mergers & acquisitions, consolidations, restructurings and spin-offs. Targets are defined as U.S. Based companies with either foreign or U.S. based buyers. Transaction information provided is based on closed dates only.

Glossary

EBIT - Earnings Before Interest and Taxes
EBITDA - Earnings Before Interest, Taxes, Depreciation, Amortization
LTM - Last Twelve Months
TEV - Total Enterprise Value

Sources:

  1. CapIQ data (Transaction volume, buyer composition, valuation multiples, geographic distribution, and deal data)
  2. KPMG. “M&A trends in consumer and retail,” KPMG, 8 August, 2025.
  3. LSEG Workspace. “For global M&A, third quarter was one of the best – and worst – in recent history,” Reuters, 30 September, 2025.
  4. EY. “M&A activity insights: August 2025”, EY, August 2025.
  5. Mergersandacquisitions.net. “E-Commerce/Retail M&A Trends & Deal Analysis Report 2025”, Mergersandacquisitions.net, 5 September, 2025.