Industry Trends
Largest Transactions Closed
- Target
- Buyer
- Value($mm)
Advised Western Milling in their sale to the Western Milling ESOP Trust
Executive Summary
Valuation discipline increased into Q4 2025 as LTM median TEV/EBITDA moderated to 8.81x while TEV/Revenue edged up to 1.39x, reflecting selective buyer appetite amid softer deal flow. LTM transaction count declined to 1,059 versus 1,241 a year ago, signaling normalization after an active 2024. Strategic acquirers dominated activity, accounting for 86% of deals, as buyers prioritized scaled brands, omnichannel reach, and margin resilience. Consumer demand remained uneven, with premium, value-oriented, and necessity-driven categories outperforming discretionary segments under continued cost and pricing pressure. 1
“Consumer and retail deal activity has become far more selective, with capital concentrating around fewer, higher-conviction platforms that offer durability through shifting consumer behavior,” said Joe Anto, Managing Director at PCE. “Buyers are increasingly prioritizing assets with pricing power, operational flexibility, and the ability to adapt quickly as digital influence and cost pressures continue to reshape the sector.”
Market Dynamics
Deals totaled 226 in Q4 with 1,059 LTM transactions, down from 1,241 a year earlier. Valuations reflected a more cautious environment, with LTM medians of 8.81x EBITDA and 1.39x revenue. Strategic buyers focused on brand durability, distribution efficiency, and pricing power, while financial sponsors remained selective amid margin pressure, inventory normalization, and heightened diligence on consumer elasticity. 1
Buyer Landscape
Strategic Acquirers: Strategic purchasers represented 86% of the LTM deals, 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 accounted for 14% of LTM deals, targeting assets with stable cash flow profiles and clear operational improvement opportunities. Investment activity remained disciplined given valuation sensitivity and consumer demand variability. 1
Industry Comparison
Against a US M&A backdrop increasingly defined by big deals and AI-linked strategic repositioning, Consumer & Retail dealmaking remained selective and precision-oriented. Market conditions in Q4 2025 favored disciplined capital deployment and portfolio refinement as consumer behavior continued to shift and margin pressure persisted across discretionary and mid-tier segments. 4
Geographic Expansion
Top U.S. States: California led deal activity with 110 transactions, followed by Florida (97) and Texas (88), highlighting continued concentration in large consumer and population-driven markets.1
Cross-Border Trends: Cross-border activity remained selective, with international buyers focused on U.S. consumer brands offering established scale, strong domestic demand, and platforms adaptable to global expansion amid currency and macro uncertainty.1
Notable Transactions
Largest Transactions Closed
| Target | Buyer | Value |
| International Interactive business of Bally's Corporation. | Intralot S.A. Integrated Lottery Systems and Services | $2,994.00 |
| The ODP Corporation | ACR Ocean Resources LLC | $1,901.00 |
| Concert Golf Partners, LLC | Bain Capital Private Equity, LP | $1,370.00 |
| Superior Industries International, Inc. | Oaktree Capital Management, L.P. | $887.00 |
| Potbelly Corporation | RaceTrac, Inc. |
$705.00 |
| Oil Changers, Inc. | Valvoline Inc. | $593.00 |
| Lotte Hotel New York Palace, LLC | Hotel Lotte Co., Ltd. | $490.00 |
| Sunland Park Racetrack & Casino | Strategic Gaming Management, LLC | $301.00 |
| Hall of Fame Resort & Entertainment Company | Industrial Realty Group, LLC | $277.00 |
| Intercontinental New York Times Square | Gencom Group; Argent Ventures LLC; Highgate Hotels, L.P. | $230.00 |
Other Financial Buyer Transactions Closed
| Target | Buyer | Value |
| Residence Inn by Marriott Berkeley | UC Investments | $176.00 |
| Big 5 Sporting Goods Corporation | Capitol Hill Group; Worldwide Golf Group LLC | $158.00 |
| Four Seasons Hotel San Francisco | Blackstone Real Estate Income Trust, Inc. | $130.00 |
| The Clancy, Autograph Collection | Sixth Street Partners, LLC | $115.00 |
| Motto by Hilton Nashville Downtown Hotel | Apple Hospitality REIT, Inc. | $98.00 |
Other Strategic Buyer Transactions Closed
| Target | Buyer | Value |
| Spyce Food Co. | Wonder Group, Inc. | $186.00 |
| Toyota-Lexus of Montgomery | Dream Motor Group | $151.00 |
| Sawgrass Marriott Golf Resort & Spa | South Street Partners LLC; Dream Finders Homes, Inc. | $149.00 |
| Jerry's Toyota Inc | AutoNation, Inc. | $125.00 |
| Classic Vacations, LLC | TBO Tek Limited | $125.00 |
Source S&P Capital IQ as of 1/5/2026 and PCE Proprietary Data
Emerging Trends
Key trends shaping Consumer and Retail M&A:
- Concentration of Capital
Deal volume declined while value rebounded, reflecting a clear pivot toward fewer, larger, high-impact transactions as buyers prioritize premium assets and defensive portfolio moves.2 - Agentic Commerce and AI-Driven Differentiation
Retail and CPG acquirers increasingly pursued AI-enabled capabilities that improve discovery, personalization, and speed to consumer signal as digital influence rises and brand loyalty erodes.4 - Portfolio Precision and Category Carve-Outs
Corporate owners increasingly divested underperforming assets and concentrated capital on areas with more resilient demand and margin potential as deal strategy shifted from scale to reinvention.4 - Subsector Spotlight: Services-Enabled Consumer Platforms
Increased interest in consumer-facing service models with recurring revenue and pricing flexibility, including auto services, experiential leisure, and maintenance-oriented formats.2 - Subsector Spotlight: Everyday Essentials and Value-Oriented Brands
Buyers focused on nondiscretionary categories offering stable demand and margin durability as consumers remained price-sensitive entering 2026.2
Outlook for Next Quarter
Opportunities: With consumer behavior still shifting rapidly, buyers are expected to lean further into capability acquisitions and portfolio moves that accelerate innovation, speed, and reinvention.4
Risks: Evolving tariff policy, inflation sensitivity, and sustained margin pressure in discretionary and mid-tier segments can tighten underwriting and elevate execution risk.4
Predicted Activity: Expect continued concentration of value into fewer, larger transactions alongside carve-outs and portfolio reshaping as corporate and sponsor buyers focus on precision investing.4
PCE Transactions
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Joe Anto |
Eric Zaleski |
Kyle Wishing |
