Multibillion Dollar Transactions Drive U.S. Retail & Consumer Deals During First Quarter 2013, According to PwC US Total Deal Value and Volume Surges 590% and 59%, Respectively, Year-Over-Year

R&C IPO Proceeds Raised in Q1 2013 Jumps More Than 300% Compared to Q1 2012

NEW YORK, April 29, 2013 /PRNewswire/ -- U.S. retail and consumer merger & acquisition (M&A) activity during the first quarter of 2013 was defined by six multibillion dollar transactions, including one of the largest consumer products deals in history, and alternative deal structures employed to achieve strategic objectives, according to PwC's U.S. retail and consumer deals insights Q1 2013 report released today.

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For the three month period ending March 31, 2013, there were a total of 27 deals in the retail and consumer sector with disclosed values greater than $50 million, accounting for $39.8 billion in deal value. Deal volume increased 59 percent from the 17 deals during the first quarter of 2012, while deal value rose 590 percent from $5.8 billion in Q1 2012.  Deal value was driven by the purchase of HJ Heinz by Berkshire Hathaway Inc. and 3G Capital Partners Ltd (a total value of $28 billion including the assumption of approximately $4.5 billion of debt).  Excluding the Heinz transaction, total deal value for the quarter was still more than double that of the prior year's first quarter.

On a sequential basis, deal activity in the retail and consumer sector declined in volume from the highs in the fourth quarter of 2012 due in part to the pressure to execute deals in 2012 before the fiscal cliff and pending tax increases, according to PwC.

"The potential negative impact of the fiscal cliff on transactions during the first quarter of 2013 was more subdued than anticipated as deal activity was up significantly compared to the first three months of 2012," said Leanne Sardiga, partner and PwC's U.S. retail & consumer deals leader. "The attractiveness of the retail and consumer sector as a whole, along with continued availability of capital from both corporates and private equity players, contributed to a positive retail and consumer deals environment. The jump in total deal value was driven by several multibillion dollar transactions."

PwC notes that private equity (PE) buyers continued their positive momentum from 2012, as announced deals with values greater than $50 million were up 18 percent in volume from Q4 2012. PE deal values increased to $31.3 billion in Q1 2013 compared to $3.8 billion in Q4 2012 and $800 million in Q1 2012. Although the increase was largely due to the Heinz deal, the total PE deal value was still $7.8 billion even excluding that deal, which was just below the recent peak seen in Q2 of 2012. In fact, since 2007, there have been only six other quarters with PE deal value in the retail and consumer industry exceeding $7 billion.

Cross border activity has been trending up and represented 44 percent of deal volume in Q1 2013 compared to 40 percent on average annually over the last five years. Outbound deal activity has been more prevalent so far in 2013.

In recent quarters, the retail and consumer sector has also seen continued activity in corporate restructuring and spin-offs, as companies reassess their portfolios and positioning in an increasingly competitive environment. Recent corporate spin-offs have generally focused on realigning businesses to distribution channels or high versus low growth product segments. Only one spin-off was noted during the first quarter of 2013, according to the report. Additionally, there were several large divestitures during the quarter. Divestitures as a percentage of deal volume were up slightly to 31 percent during the quarter versus 30 percent in Q4 2012 and Q1 2012.

"The overall IPO market was punctuated by a strong start and finish to the quarter, with a small pause from mid-February to early March, demonstrating the importance of new issuers being ready to tap the equity market when the IPO window is open," added Sardiga.

Total retail and consumer industry IPO proceeds raised in the U.S. in the first quarter of 2013 came in strong, far exceeding the comparative period in 2012. Total proceeds raised during Q1 2013 were $1.8 billion, up 50 percent from proceeds of $1.2 billion in Q4 2012 and up more than 300 percent from the $431 million raised in Q1 2012. Volume in the first quarter of 2013 was on par with the fourth quarter of 2012 with six IPOs closing and up slightly from the first quarter of 2012, which had five IPOs close.

"Several alternative deal structures announced during the quarter indicate that retail and consumer companies are pursuing alternatives to grow and improve operations strategically. In addition, the positive trend seen with large cap deals during the quarter, combined with strong corporate balance sheets, continued low interest rates and relatively high funds available for investment at private equity funds should allow for retail and consumer deal activity to continue its upward path in 2013. We expect companies to focus on international expansion, strengthening omnichannel capabilities, and improving profitability through divestment of non-core operations or deals which represent opportunities for cost savings," Sardiga said.

PwC's U.S. retail and consumer deals 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 March 31, 2013, 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, our 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 advise on business-wide risks and value drivers in their transactions for more empowered negotiations, decision-making and execution.  We help clients 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 provides investment banking services within the U.S.  For more information, visit www.pwc.com/us/deals.

About PwC US
PwC US helps organizations and individuals create the value they're looking for.  We're a member of the PwC network of firms in 158 countries with more than 180,000 people.  We're committed to delivering quality in assurance, tax and advisory services.  Tell us what matters to you and find out more by visiting us at www.pwc.com/US.

Learn more about PwC by following us online: @PwC_LLP, YouTube, LinkedIn, Facebook and Google +.

© 2013 PricewaterhouseCoopers LLP, a Delaware limited liability partnership. All rights reserved. PwC refers to the US member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.

SOURCE PwC US



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