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The Retail M&A Market: Trends for 2013

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Mergers and acquisitions transaction activity in the U.S. retail sector jumped 39% in 2012 for deals greater than $50 million, while total deal value more than doubled. These gains point to an industry undergoing major changes, one that is attracting considerable interest from a wide range of players.

In 2012, retail companies sought acquisitions to drive growth and adapt to consumer trends. Many players focused on strengthening their e-commerce and distribution capabilities to expand access to alternative business models. Cross-border M&A flourished, increasing more than 50% in volume and more than 100% in value from 2011. Private equity firms played a major role, accounting for approximately 30% of 2012 deal volume.

These trends should continue in 2013. Corporate balance sheets remain strong. Private equity "dry powder" — or funds available for investment — stands at more than $1 trillion. And low interest rate financing provides further leverage. Putting this cash to work is a priority given the mandate to efficiently deploy capital to secure growth and financial returns. Cross-border and e-commerce transactions are likely to remain at the forefront for corporate investors. Restaurants and specialty apparel retailers are particularly suitable for private equity buyouts.

The challenge lies in identifying quality deals that offer both a strategic fit and an attractive investment return potential. After all, M&A is just a tactic to achieve a business objective quicker or with more value added than other organic options — whether through adjacent brands, geographic expansion, new customer segments or other capabilities.

Also, you must follow a rigorous due diligence process that supports informed decision-making regarding a target's fit with your company's strategy, as well as in determining appropriate deal terms. The following imperatives should be at the forefront of the planning process:

• Establish a team captain who has the ability to coordinate with all functional teams. Getting everyone on board as to the key focus areas will minimize potential headaches later on.

• Focus diligence on the key value drivers of base business. Make sure you adequately assess the risks and opportunities. Areas that merit attention include store key performance indicators, store expansion plans, e-commerce operating model, cash versus GAAP lease costs, inventory costing and gift/loyalty card programs.

• Utilize a fact-based synergy assessment process. Too often, companies incorporate synergies into their bid strategy, which are based more on benchmarks than on a fact-based assessment. Companies typically underestimate the costs to achieve their goals, as well as the time frame. Even in competitively sensitive transactions, third parties can be used to assess purchasing synergies, customer margins and other key assumptions.

• Don't overlook the deal terms beyond the headline price. Sometimes, common deal terms including closing purchase price mechanisms, excluded liabilities, indemnifications and Transaction Services Agreements are overlooked before signing a deal, but they can significantly influence the total cash outflow and success of the transaction. Private equity sellers are particularly savvy at negotiating these terms with equal importance to the bid price itself.

• Prepare for the integration process during diligence. Key focus areas include elements of the strategy and operating model and change management plans. Is there a cultural fit? Do you have the right integration team leaders identified and appropriate time committed? What costs will be incurred such as retention/severance payments or site closure costs? Is the integration plan aligned with the assumptions in the valuation model?

The year ahead will likely see a continued high volume of retail M&A, which will present competitive challenges. But this environment also represents an opportunity to utilize M&A to strengthen your growth strategy. The key is to take a disciplined approach. The success of the transaction will be determined by your ability to execute both the base business plan and the synergistic opportunities — and it begins with a rigorous M&A process focused on buying the right business on the right terms.

Leanne Sardiga is a partner and the Deals practice leader for PwC's US retail & consumer practice. Click here for the Q4 R&C M&A report.

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