E-commerce / Retail enters 2H-2025 with deal making defined by resilient end-demand, a rebound in deal value on fewer, larger transactions, and a strategic pivot toward data- and advertising-led profit pools. Macro conditions are stabilizing—the IMF now projects ~3.0% global GDP growth for 2025 while warning that tariff volatility remains a swing factor for boardroom confidence.

Sector demand remains durable: in the U.S. (a bellwether for digital retail), Q2-2025 e-commerce grew 5.3% YoY and reached 16.3% of total retail, underscoring sticky online penetration. In M&A, 2025 YTD global value is running well ahead of 2024, powered by megadeals even as volumes lag, a pattern mirrored in consumer markets where buyers are prioritizing scaled, cash-generative assets.

Strategically, consolidators are targeting retail media and first-party data capabilities, last-mile and omnichannel efficiency, and portfolio reshaping (carve-outs and brand roll-ups). Valuations remain mixed across sub-sectors, with specialty/mass formats typically screening above grocery on EBITDA and revenue multiples, keeping diligence focused on unit economics, contribution margins, and the uplift potential from media/advertising flywheels.
IMF
Census.gov
Reuters
PwC
warc.com
pages.stern.nyu.edu

Industry overview (macro + sector-specific)

• Macro: The IMF projects ~3.0% global GDP growth in 2025 (vs. slower 2024), but flags tariff/trade risks that keep uncertainty elevated—an overhang for discretionary categories.
  Reuters
  IMF
• Sector demand: In the U.S. (a bellwether for digital retail), Q2-2025 e-commerce grew 5.3% YoY and reached ~16.3% of total retail on a seasonally adjusted basis.
  Census.gov
• Profit pools shifting: Retail/commerce media keeps expanding (retailers monetizing first-party data and on-site media); BCG estimates ~15% CAGR to ~$230B by 2028, reinforcing strategic interest in data/advertising capabilities.
  BCG

Recent M&A momentum (deal count & value)

• In consumer markets (incl. retail), H1-2025 volumes fell ~9% YoY but deal value rose ~32% on the back of more megadeals (≥$5B) vs. H1-2024.
  PwC
• Broader M&A context: globally, H1-2025 values up ~15% even as volumes declined—mirrored in consumer sectors.
  PwC

High-level multiples & key trends

• Valuation multiples (US, Jan-2025, Damodaran):
  • Retail (General): EV/EBITDA ~18.2x; EV/Sales ~2.05x.
  • Retail (Grocery & Food): EV/EBITDA ~7.7x; EV/Sales ~0.49x.
  • Retail (Special Lines): EV/EBITDA ~9.9x; EV/Sales ~1.07x.
    Stern School of Business
• Themes shaping deal rationale: (i) Data/ads monetization (e.g., retail media), (ii) omnichannel/last-mileefficiency, (iii) portfolio reshaping (carve-outs of non-core assets), (iv) rescue/turnaround plays in fashion/luxury e-commerce, and (v) selective sponsor re-engagement as financing stabilizes.
  BCG
  ir.aboutcoupang.com
  Reuters
  KPMG

Major players / consolidators (illustrative, last 12–24 months)

• Walmart → VIZIO ($2.3B, closed Dec-2024) — building retail media/data stack.
  Walmart Corporate News
• HBC / Saks Global → Neiman Marcus Group (~$2.7B, closed Dec-2024) — luxury consolidation/tech enablement.
  Business Wire
• Coupang → Farfetch assets (completed Jan-2024) — cross-border luxury e-commerce platform.
  ir.aboutcoupang.com
• Authentic Brands Group → Dockers (signed May-2025, $311M) — brand mgmt. roll-up model; ops via license partner.
  Reuters
  Levi Strauss Investors
• Sponsors vs strategics: Strategics have led consumer/retail—~70% of 2024 consumer M&A by corporates and ~63% of 2025 YTD deal value (Q2) by strategics.
  Capstone Partners
  KPMG

Summary of Key Metrics

Industry M&A Market Overview — E-commerce / Retail

Deal activity trends (Y/Y and Q/Q)

• • US Consumer & Retail (quarterly lens): Q2-2025 deal value = $34.7B (+67% QoQ; +193.9% YoY) while deal volume = 496 (−5.2% QoQ; −14.6% YoY)—clear “fewer, bigger” transactions. Figures are from KPMG’s Q2’25 sector readout (values cover US inbound/domestic/outbound). KPMG
  • Global Consumer Markets (half-year lens): H1-2025 saw values up ~32% YoY despite volumes down ~9% YoY, propelled by seven megadeals (>$5B) vs four in H1-2024. PwC
  • E-commerce-specific pulse (2024 base): Within Consumer, E-commerce deal volume climbed ~41% YoY in 2024, outpacing the broader Consumer industry’s ~0.6% YoY volume growth.
  US Consumer & Retail M&A deal value — Q2’24 vs Q1’25 vs Q2’25; source KPMG; Q1’25 & Q2’24 values inferred from KPMG’s QoQ/YoY deltas. KPMGUS Consumer & Retail M&A deal count — Q2’24 vs Q1’25 vs Q2’25; source KPMG; Q1’25 & Q2’24 volumes inferred from KPMG’s QoQ/YoY deltas. KPMGNotable megadeals (illustrative; last 12–18 months)
  • DICK’S Sporting Goods → Foot Locker (~$2.4B, announced May 2025; closing targeted Sep 8, 2025)— scale/synergy in athletics; HSR waiting period expired; shareholder approval obtained.
    Foot Locker Investors
    PR Newswire
    Retail Dive
  • DoorDash → Deliveroo (~$3.9B, announced May 6, 2025; expected close Q4 2025) — consolidating food-delivery footprint and tech stack.
    Reuters
    DoorDash Investor Relations
  • Saks Global (HBC) → Neiman Marcus Group (~$2.7B, closed Dec 23, 2024) — US luxury retail consolidation.
    Business Wire
  • Walmart → VIZIO (~$2.3B, closed Dec 3, 2024) — retail media/data capability via connected-TV OS.
    Walmart Corporate News and Information
  • Sycamore Partners → Walgreens Boots Alliance (~$23.7B, closed Aug 28, 2025) — landmark retail LBO (health-adjacent).
  • Coupang → Farfetch assets (completed Jan 31, 2024) — cross-border luxury marketplace/rescue.
    ir.aboutcoupang.com
  Private equity vs. strategic acquirer share
  • Strategics led Q2-2025 US Consumer & Retail by deal value (~62.6%), with PE selectively re-engaging.
    KPMG
  • Full-year 2024 (Consumer, global/middle market read): ~70% corporate / ~30% PE — corporate dominated buyer mix.
  Capital availability (what’s funding deals?)
  • Private credit is flush and growing: $48B of H1-2025 inflows from US wealth channels into private-credit vehicles (pace to exceed 2024’s record), supporting sponsor and corporate carve-outs.
  • Direct lending’s share is structurally higher: Private credit now finances ~90% of middle-market issuance (up from ~36% a decade ago), keeping LBO/roll-up lanes open even when syndicated markets are choppy.
  • Public credit windows are workable: HY/loan markets have generally been constructive into 2025 (spreads tight vs history; issuance healthy), lowering execution risk for larger strategics and sponsor exits.
  Visual — Bar chart: M&A volume/value by yearGlobal Consumer Markets M&A value (index, 2023=100) — PwC; 2025 reflects H1 momentum.
  PwCVisual — Global deal “hotspots” (regional momentum)Direction of M&A value (H1-2025 vs H1-2024): Americas +71%, APAC +25%, EMEA −10% (volumes: Americas −22%, APAC −7%, EMEA −2%).
  PwC

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Analyst takeaway (overview level)Deep-link sources (for further reading):

• PwC — Global M&A trends in consumer markets (mid-year 2025).
  PwC
• KPMG — M&A trends in consumer & retail (Q2-2025).
  KPMG
• Capstone Partners — E-commerce M&A Update (Dec-2024) and Annual Consumer M&A Report (2024).

• Pattern: Value up / volume down remains the defining signature into mid-2025—particularly in US Consumer & Retail—favoring scale assets and strategic clarity (omnichannel, logistics, and retail-media adjacencies).
  KPMG
  PwC
• Buyer mix: Strategics continue to lead by value; PE is selectively back as private-credit capital and improving public credit windows reduce execution friction.
  KPMG

Valuation Multiples & Comps (E-commerce / Retail)

Median EV/Revenue & EV/EBITDA by Sub-sector (2025)

Source: Aswath Damodaran’s 2025 industry datasets for EV/EBITDA and EV/Revenue (EV/Sales). Stern School of Business

Historical Multiple Ranges (3–5 year view)

Consumer Discretionary: 14.4× (Dec-2022) → 19.1× (Dec-2024) → 17.4× (Jun-2025).

Consumer Staples: 16.4× (Dec-2022) → 16.8× (Dec-2024) → 17.3× (Jun-2025).
(“EV/EBITDA Multiple by Sector,” Siblis Research; table shows semiannual points back to 2022.)
Siblis Research

Read-through: Retail/e-commerce sits inside Discretionary and has tracked the sector’s re-rating off 2022 troughs, with staples more stable. Sub-sector dispersion remains wide (online vs. grocery). Benchmarks above (Damodaran) quantify where each retail niche currently prices.

Comparison vs. Related Benchmarks (2025 snapshot)

• Retail (General) median: ~18.2× EV/EBITDA, ~2.05× EV/Sales (LTM).
• Retail (Grocery & Food): ~7.7× EV/EBITDA, ~0.49× EV/Sales.
• Consumer Discretionary sector (large-cap): ~17.4× EV/EBITDA (Jun-2025).
• Consumer Staples sector (large-cap): ~17.3× EV/EBITDA (Jun-2025).

Retail general screens roughly in line with Discretionary EV/EBITDA, while Online retail commands the highest EV/Sales (~3.0×) given growth/asset-light models; Grocery sits at the low end on both metrics.
Stern School of Business
Siblis Research

Comps Table — Peer Multiples & Select Financials (LTM)

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Citations for comps pageCitations for comps pages: AMZN, WMT, COST, TGT, SHOP, MELI, EBAY, JD, BABA, CPNG, KR, ADRNY, SE (all Yahoo/StockAnalysis references).
Yahoo Finance (9 companies)
StockAnalysis (1 company)

Notes & methodology (non-advisory)

Industry medians: Damodaran’s cross-sectional U.S. datasets (updated annually each January) are used for sub-sector benchmarks (Retail General / Grocery & Food / Special Lines / Distributors; Online retail shown on EV/Sales). EV/EBITDA medians reported for positive-EBITDA firms.
Stern School of Business

Sector history: Historical EV/EBITDA (Discretionary vs. Staples) from Siblis Research (large-cap U.S. cohorts), giving a clean 2022–2025 trend for comparison.
Siblis Research

Company comps: Point-in-time LTM multiples from issuer pages on
Yahoo Finance; where EV/Revenue wasn’t displayed consistently, we supplemented with
StockAnalysis for that metric (flagged in the table). Values vary with price and reported fundamentals; always cross-check before modeling.
(Source split: Yahoo Finance – 8; StockAnalysis – 1)

Quick takeaways (for the model section)

Where multiples sit: Online screens richest on EV/Sales (~3.0×) given growth and asset-light economics; General retail is top on EV/EBITDA (~18×) reflecting larger, steadier operators; Grocery anchors the low end on both.
Stern School of Business

Vs. related sectors: Retail general is broadly in line with Consumer Discretionary’s ~17–19× EV/EBITDA band since late-2023; staples remain steadier at ~16–17×.
Siblis Research

Top Strategic Acquirers & Investors (last 12–24 months)

A. Who’s buying (10–20 most active / influential)

• Walmart — scaled retail media + CTV capability via the Vizio OS acquisition.
  Walmart Corporate News and Information
  The Verge
• Saks Global (HBC) — combined Saks Fifth Avenue, OFF 5TH, Neiman Marcus, Bergdorf under one roof to consolidate U.S. luxury and accelerate omnichannel.
  Retail Dive
  Digital Commerce 360
• JD Sports Fashion — expanded U.S. footprint and vendor leverage with Hibbett.
  Jdplc
  Bass, Berry & Sims PLC
• DoorDash — doubled down on local commerce: announced Deliveroo (scale in UK/EU) and completedSevenRooms (merchant software stack).
  Reuters
  DoorDash
• Guess? + WHP Global — continued brand platform strategy with rag & bone (opco + shared IP), blending wholesale, DTC and licensing economics.
  Guess, Inc.+1
• Authentic Brands Group (ABG) — added Dockers to its licensing flywheel, with Centric Brands as operator.
  Reuters
  Authentic Brands Group
• Roark Capital — scaled QSR franchising platform with Subway close.
  Subway Newsroom
• Coupang — entered global luxury/e-concessions via Farfetch asset acquisition.
  ir.aboutcoupang.com
• PHOENIX (WHP Global + Simon + Brookfield + Centennial) — retail operating platform built by acquiring Express/Bonobos out of Chapter 11.
  PR Newswire
  Reuters
• Frasers Group — opportunistic buys of distressed/adjacent digital retailers (eBuyer).
  Business Cloud
• Sycamore Partners — mega take-private of Walgreens Boots Alliance (retail health, omnichannel pharmacy).
  Walgreens Boots Alliance
  Reuters
• eBay — tuck-in of Caramel to deepen high-value categories (motors) and end-to-end transactions.
  investors.ebayinc.com
• Shopify — capability buys in AI search/personalization (Vantage Discovery).
  BetaKit

B. Why they’re buying (investment theses)

• Walmart — scaled retail media + CTV capability via the Vizio OS acquisition.
  Walmart Corporate News and Information
• Saks Global (HBC) — combined Saks Fifth Avenue, OFF 5TH, Neiman Marcus, Bergdorf under one roof to consolidate U.S. luxury and accelerate omnichannel.
  Retail Dive
• JD Sports Fashion — expanded U.S. footprint and vendor leverage with Hibbett.
  JDplc
• DoorDash — doubled down on local commerce: announced Deliveroo (scale in UK/EU) and completedSevenRooms (merchant software stack).
  Reuters
  DoorDash
• Guess? + WHP Global — continued brand platform strategy with rag & bone (opco + shared IP), blending wholesale, DTC and licensing economics.
  Guess, Inc.
• Authentic Brands Group (ABG) — added Dockers to its licensing flywheel, with Centric Brands as operator.
  Reuters
  Authentic Brands Group
• Roark Capital — scaled QSR franchising platform with Subway close.
  Subway Newsroom
• Coupang — entered global luxury/e-concessions via Farfetch asset acquisition.
  Coupang IR
• PHOENIX (WHP Global + Simon + Brookfield + Centennial) — retail operating platform built by acquiring Express/Bonobos out of Chapter 11.
  PR Newswire
• Frasers Group — opportunistic buys of distressed/adjacent digital retailers (eBuyer).
  BusinessCloud
• Sycamore Partners — mega take-private of Walgreens Boots Alliance (retail health, omnichannel pharmacy).
  Fierce Healthcare
• eBay — tuck-in of Caramel to deepen high-value categories (motors) and end-to-end transactions.
  eBay IR
• Shopify — capability buys in AI search/personalization (Vantage Discovery).
  BetaKit

C. PE platforms & roll-up strategies (what’s working now)

• • Authentic Brands Group (ABG) — brand-licensing flywheel (Reebok, Boardriders, Ted Baker) extended with Dockers; operating partners (e.g., Centric) run core categories + omnichannel, ABG monetizes IP via global licensees.
    Reuters
    Authentic Brands Group
  • WHP Global (and PHOENIX JV) — combines IP stewardship with retail operating platform (Express/Bonobos) to stabilize DTC while expanding wholesale/licensing.
    PR Newswire
  • Roark Capital — QSR franchising scale play: Subway adds to Inspire/GoTo Foods portfolio for marketing, supply chain and refranchising efficiencies.
    Subway Newsroom
  • Sycamore Partners — large, complex retail turnarounds: Walgreens Boots Alliance taken private with scope to separate and refocus assets.
    Walgreens Boots Alliance
  • Marketplace aggregators — consolidating after distress across Amazon FBA roll-ups: Razor Group is absorbing Perch (2024) and Infinite Commerce (2025), while Thrasio re-emerged from Ch.11 recalibrating toward profitability — signaling fewer but larger platform combinations ahead.
    PR Newswire

Visuals

Logo Grid (active acquirers)

‍

‍

Deals by Acquirer

Notes:

• • DoorDash–Deliveroo — announced/pending (targeted close Q4’25) and subject to approvals; SevenRoomsis closed.
    Reuters
    DoorDash
  • Uber’s Foodpanda Taiwan deal — blocked and terminated — excluded from the acquirer list.
    Reuters
  Analyst take (what this means for e-commerce/retail dealflow)
  • Two tracks are winning: (1) Scale + data (Walmart/Vizio; DoorDash) to raise ad/SaaS margins; (2) Brand/IP platforms (ABG, WHP) that de-risk operations via licensing while preserving DTC optionality.
    Walmart Corporate News and Information
    DoorDash
    Authentic Brands Group
  • Bankruptcy/platform deals — back (Express/Bonobos), letting buyers pick assets and reset leases while maintaining omnichannel continuity.
    PR Newswire
  • Mega-LBOs (Walgreens) show private markets are again willing to underwrite complex retail turnarounds despite rate volatility — often with a separation thesis from day one.
    Fierce Healthcare
  • Aggregator shake-out → consolidation: distressed FBA roll-ups are combining into fewer, larger platforms (Razor), implying a higher bar for
    diligence and operating discipline.
    PR Newswire

Transaction Case Studies

Case 1 — Walmart × VIZIO (Closed)

Overview. Walmart completed its
acquisition
of connected-TV maker VIZIO on Dec 3, 2024, for $11.50/share in cash (≈ $2.3B fully diluted equity value). Walmart’s stated aim: accelerate growth of its retail-media business, Walmart Connect, by pairing it with VIZIO’s SmartCast OS and advertising stack.
Walmart Corporate News and Information

Multiple paid (headline). VIZIO reported ~$1.7B 2023 net revenue; the equity value/revenue ratio implies ~1.35× P/S(2.3/1.7). (EV/Sales would be slightly lower if net cash is considered.)
Q4 Financials

Strategic rationale. Expand Walmart’s high-margin retail-media inventory and first-party data reach via CTV; integrate commerce signals with CTV ad buying.
Walmart Corporate News and Information

Expected synergies. Cross-sell retail-media to suppliers; unify ad measurement with point-of-sale data; grow connected-TV ad ARPU across VIZIO’s installed base.
Walmart Corporate News and Information

‍

‍

Case 2 — JD Sports × Hibbett (Announced; closed H2’24 per deal timeline)

Overview. JD Sports agreed on Apr 23, 2024 to acquire US athletic retailer Hibbett for $87.50/share (≈ $1.1B enterprise value). The deal expands JD’s US footprint and deepens vendor relationships (Nike, adidas).
investors.hibbett.com

Multiple paid. Per Hibbett’s proxy, JD’s offer implied ~5.9× FY2024 EBITDA and ~6.2× LTM EBITDA; Hibbett reported $1.729B FY2024 net sales and $186M EBITDA, implying EV/Sales ~0.64×.
SEC
jdplc.com

Strategic rationale. Build a scaled, complementary US presence; improve access to coveted releases; leverage JD’s multi-brand platform.
investors.hibbett.com

Expected synergies. Assortment/vendor scale, omnichannel capabilities, loyalty cross-pollination; operating efficiency from shared systems and distribution.
investors.hibbett.com

Case 3 — DoorDash × Deliveroo (Announced)

Overview. On May 6, 2025, DoorDash agreed to acquire Deliveroo in a £2.9B all-cash deal (180p/share). The transaction—pending shareholder approval—would expand DoorDash’s European footprint with limited geographic overlap.
ReutersFinancial Times

Multiple paid (headline). Deliveroo FY2024 revenue ~£2.07B; offer implies ~1.4× P/S (2.9/2.07).
Nasdaq

Strategic rationale. Consolidate share in UK/Ireland; enhance logistics, ads, and grocery; minimal antitrust risk due to limited overlap.
Financial Times

Expected synergies. Cross-market tech stack and ops; denser courier network; stronger restaurant & grocery partnerships; ad network scale.
Wall Street Journal

Case 4 — Authentic Brands Group × Dockers (Signed)

Overview. May 20,2025. Levi Strauss agreed to sell Dockers to Authentic Brands Group for $311M upfront (plus up to $80M contingent). Authentic named Centric Brands as operating partner for key categories.
ReutersAuthentic Brands Group

Multiple paid (headline). Dockers represented ~5% of Levi’s FY2024 $6.4B net revenues—i.e., ~$320M revenue run-rate. Upfront P/S ≈ ~1.0× (311/320); including earn-out, ~1.22×. (Indicative; Dockers revenue not disclosed separately.)
Reuters
SEC

Strategic rationale. Levi refocuses on core Levi’s and Beyond Yoga; ABG adds another global lifestyle brand to its licensing flywheel.
Reuters
Authentic Brands Group

Expected synergies. Category and geographic expansion via ABG’s 1,700+ licensee network; US/Canada operations run by Centric to drive distribution and SKU breadth.
Authentic Brands Group

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‍

Notes on “Multiple Paid”

• When enterprise value (EV) and EBITDA are disclosed (e.g., JD × Hibbett), we use EV/EBITDA directly from the proxy.
  SEC
• When only equity value is disclosed (e.g., Walmart × VIZIO, DoorDash × Deliveroo, ABG × Dockers), we present a headline P/S as a directional yardstick using the most recent reported revenue. Where structures include asset purchases/earn-outs, these are noted as indicative only.
  Walmart Corporate News and Information
  Q4 Financials
  Nasdaq
  Reuters

Valuation Framework & Modeling — E-commerce / Retail

How deals are priced: DCF, precedent, and trading comps

• Discounted Cash Flow (DCF). Value equals the present value of forecast free cash flows to the firm (FCFF)discounted at WACC plus a terminal value (TV). TV is commonly estimated via (i) a perpetuity growth model or (ii) an exit multiple; assumptions around TV often drive most of the DCF, so they must be anchored to plausible long-run growth and returns.
  Stern School of Business
  Investopedia
• Precedent transactions. Use control-level deal multiples (e.g., EV/EBITDA, EV/Rev) from comparable, recent transactions; these usually sit above trading multiples because they embed control premiums and expected synergies.
  Macabacus
• Trading comps. Benchmark against public peers on EV/Revenue, EV/EBITDA, and P/E; this gives a market-referenced cross-check to DCF and precedents.
  Corporate Finance Institute
• Cost of capital. Estimate WACC from current risk-free rates and equity risk premia; for the U.S., Kroll’s latest guidance recommends a 5.0% ERP (from June 5, 2024 onward) and maintains a running update page for inputs.
  Kroll

Typical control premiums (public-to-private / takeovers)

• Public takeover premiums are frequently in the ~20%–40% range to the unaffected share price, varying by sector, competitive tension, and cycle; some cases run higher. For rule-of-thumb orientation and methodology, see Investopedia and CFI primers (and note that rigorous work uses premiums-paid analyses on a matched set).
  Investopedia
  Corporate Finance Institute
  Wall Street Prep

Key model drivers in E-commerce / Retail

• Revenue growth mix: store vs. digital, marketplaces vs. 1P, and retail media / commerce media (increasingly high-margin). Mature retail media programs can deliver ~70–90% margins on onsite ads (offsite often ~20–40%), which materially lifts blended EBITDA.
  BCG Web Assets
  dunnhumby
• Profitability (EBITDA margin): gross margin trajectory (category mix, private label), returns rate (U.S. ecommerce averaged ~16.9% in 2024 per NRF/Happy Returns), and last-mile/fulfillment efficiency as delivery expectations rise.
  Shopify
  McKinsey & Company
• Operating cost & logistics: handover frictions across mid-/last-mile can represent ~13–19% of logistics cost—a lever for network design and tech.
  McKinsey & Company
• Capital intensity & working capital: inventory turns, FCST-to-PO accuracy, returns refurbishment/markdowns, and software/automation capex all shape FCF conversion. (Tie your DCF reinvestment to growth via ROC, per best practice.)
  Stern School of Business

Example modeling assumptions (illustrative; non-advisory)

Use these as a template to customize for a specific asset:

• Forecast horizon: 5 years; base year is the latest LTM.
• Revenue growth: 6–10% CAGR (blend of mid-single-digit core retail + incremental from retail media scale-up).
• EBITDA margin: ramp +150–300 bps over plan on mix shift (retail media/marketplace take-rate) and logistics efficiency.
• Capex: 3–4% of sales (automation, OMS, data/ads platforms).
• Net working capital: +0.5% to +1.0% of incremental sales (inventory plus returns processing), normalizing by Year 5.
• WACC: 9%–11% illustrative range—compute company-specific WACC using current risk-free and Kroll ERP 5.0% as reference; adjust size/industry premia and leverage.
  Kroll
• Terminal value: Perpetuity growth g = 1%–3% for developed-market retailers; cross-check with an exit EV/EBITDA multiple aligned to peer trading levels.
  Investopedia

Visuals

Sample DCF Input Summary

‍

Sensitivity (TV multiple as a function of WACC & g)

Implied terminal value as a multiple of FCF in the terminal year: TV/FCFN=1+gWACC−g\text{TV}/\text{FCF}_{N} = \frac{1+g}{\text{WACC}-g}TV/FCFN​=WACC−g1+g​ (perpetuity growth). Use as a sanity grid alongside an exit-multiple check. Stern School of Business

‍

‍

Quick modeling checklist (E-comm/Retail)

• • Run all three: DCF (FCFF), precedents (with premiums-paid schedule), and trading comps (screen by sub-sector—online, specialty, grocery).
    Corporate Finance Institute
  • Sanity tests: DCF TV vs. exit multiple; EBITDA margin path vs. category peers; cash conversion vs. returns/fulfillment benchmarks.
    Investopedia | Shopify | McKinsey & Company
  • Control premium: Use a matched set and show 1-day / 1-week / 1-month referenced to an unaffected date. Typical broad ranges ~20–40%; defend any outliers with synergy math.
    Investopedia
  Trends & Strategic Themes — E-commerce / Retail (2024–2026)Sector-specific shifts (tech, regulation, cost of capital)
  • Retail media becomes a core P&L engine. Global retail-media ad spend is projected to grow ~15% CAGR, from about $130B “now” to $230B by 2028; several 2025 forecasts also peg the 2025 run-rate around $177B, overtaking TV. This is reshaping merch/CPG co-op budgets and raising blended margins for scaled retailers.
    BCG WPP Media MM+M
  • AI-led discovery and “agentic” shopping. Amazon’s Rufus (gen-AI shopping assistant) marks the shift from keyword search to conversational, guided commerce; Shopify’s Summer ’25 updates push AI into storefront build, merchandising and checkout. Gen-AI use cases across retail could unlock $240B–$390B in value (≈+1.2–1.9pp margin).
    About Amazon Shopify+1 McKinsey & Company
  • Signals/privacy reset (cookies). Chrome’s third-party cookie phase-out was paused/changed in 2025 amid UK CMA oversight; Google moved to “next steps” that maintain Privacy Sandbox development while stepping back from a hard deprecation timeline. For retail marketers, that means continued reliance on 1P data, RMNs and modeled measurement.
    The Verge Privacy Sandbox Reuters
  • Trade & cross-border shock: U.S. ends “de minimis.” In late Aug 2025, the U.S. ended the under-$800 de minimis exemption, imposing tariffs/fees on small parcels—directly impacting cross-border platforms (e.g., Temu/Shein) and SMB exporters; expect higher landed costs and longer transit.
    The Washington Post Financial Times Barron's
  • Cost of capital likely easing, but politicized. Consensus points to potential Fed rate cuts into late-2025, which would lower discount rates and support deal math—tempered by political pressure and data-dependence. (See Morgan Stanley/Jackson Hole commentary and policy analysis.)
    MarketWatch PIIE

Emerging models

• • Agentic commerce & on-site AI:
    Retailers/platforms are testing AI agents that answer questions, build baskets, and eventually transact (Rufus; broader agentic-AI trend). Quality is uneven today, but directionally durable and intertwined with retail-media monetization.
    WIRED |
    Business Insider
  • Retail-media tech stack consolidation (build/ally/buy):
    The ecosystem is concentrating around a few scaled pipes (Amazon/Walmart) and enablement layers (Criteo, Epsilon/CitrusAd), with new auction tech and marketplace integrations expanding self-serve seller spend. Long-tail RMNs face pressure.
    EMARKETER+1 |
    criteo.investorroom.com
  • Nearshoring/regionalization: reality check:
    Executives still want proximity for speed/risk reasons, and CAFTA-DR utilization rose, but Kearney’s 2025 Reshoring Index flags a pullback vs. expectations; capacity and policy volatility limit rapid shifts—especially in apparel.
    PR Newswire |
    FASH455 Apparel Trade |
    McKinsey & Company
  • Omni-last-mile as margin lever:
    Dense networks (courier, store-pickup, micro-fulfillment) are being paired with retail-media and ads to subsidize delivery economics—tightening the flywheel between ad dollars and unit economics.
    BCG

Antitrust / regulatory changes affecting deal-making & growth

• • Tougher U.S. merger scrutiny persists: The 2023 Merger Guidelines remain in force, and the Kroger–Albertsons block (Dec ’24) underscores a high bar for scale deals in essential retail. Expect divestiture packages and labor/price effects to receive elevated attention.
    Department of Justice |
    Federal Trade Commission
  • EU DMA enters full enforcement: Gatekeepers face non-compliance decisions/fines in 2025; marketplace and app-store rules (self-preferencing, data access, interoperability) will shape how retailers and brands engage on dominant platforms.
    Epthinktank |
    European Parliament
  • Privacy patchwork in the U.S. expands: More than a dozen additional state privacy laws are effective/coming online in 2025, increasing compliance complexity for targeted ads, profiling and data sales/sharing—directly relevant to RMNs and DTC CRM.
    IAPP |
    JD Supra
  • BNPL oversight tightens (consumer protections): The CFPB interpretive rule extends credit-card-like dispute/refund protections to BNPL (2024), with 2025 procedural back-and-forth—but directionally, retailers should expect higher compliance obligations at checkout.
    Consumer Financial Protection Bureau |
    consumerfinancemonitor.com
  • EU VAT / import rules keep shifting: EU steps to reinforce IOSS and modernize customs/VAT collection will affect marketplace flows and cross-border e-commerce economics into the late-2020s.
    Taxation and Customs Union |
    vatcalc.com
  Expert POV — forward-looking commentary (non-advisory)
  • Data + distribution beats footprint: The standout operating model pairs retail media/ads (high-margin) with dense last-mile and AI-assisted discovery. That combo improves mix/margins while raising supplier lock-in—hence outsized advantages accruing to scaled ecosystems.
    BCG |
    About Amazon
  • Cross-border gets pricier and slower: Ending U.S. de minimis changes the calculus for direct-from-abroad baskets; near-term, expect basket repricing and inventory re-allocation (U.S. forward-stocking). Category/brand response will determine demand elasticity.
    The Washington Post
  • AI will be uneven but compounding: Early agentic-commerce experiences are mixed, yet the learning curve + capex from hyperscalers and platforms implies steady QoQ improvement. Merchandising, CX ops, and ads yield the earliest ROI; governance and evaluation frameworks are now a board-level topic.
    McKinsey & Company+1
  • Deal math could thaw as rates drift down—but diligence is different. If rate cuts materialize, EV/EBITDA support improves; however, buyers will underwrite ad/retail-media durability, returns/fulfillment cost, and reg-exposed cross-border more stringently than in prior cycles.
    MarketWatch

Visual — Timeline of Trend Emergence

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Notes:

• • Where forecasts vary (e.g., retail media), we cite multiple respected sources (BCG, GroupM/WPP) to bracket plausible ranges.
    BCG |
    WPP Media
  • Cookie policy remains fluid; use Google/CMA updates as the single source of truth for product/marketing roadmaps.
    Reuters |
    Privacy Sandb
  2025–26 Market Outlook — E-commerce / RetailExpected M&A drivers and headwindsKey drivers (what supports deal activity):
  • Financing access improves—especially via private credit. Direct lenders now fund the vast majority of US middle-market issuance (≈90%, up from 36% a decade ago), and are increasingly stretching into larger-cap deals—broadening options for sponsors and carve-outs.
    Bain
  • Macro backdrop: modest growth, easier financial conditions. The IMF projects ~3.0% global GDP growth in 2025 and 3.1% in 2026, noting better financial conditions vs. 2024—supportive for valuations and board confidence.
    IMF+1
  • Portfolio reshaping & local focus. Corporate carve-outs and in-market consolidation should stay active as boards simplify portfolios and favor targets less exposed to tariffs; H1-2025 already showed values up ~15% despite volume down ~9%, a “fewer, bigger deals” pattern likely to persist.
    PwC
  • Retail media & data monetization. Adjacencies that add first-party data/CTV and higher-margin media dollars remain priority areas as retail media is forecast to grow ~15% CAGR to ~$230B by 2028 (with 2025 revenues surpassing TV in some forecasts).
    BCG |
    Campaign Asia
  Headwinds (what could constrain):
  • Trade/tariffs—U.S. de minimis eliminated (Aug 2025). All small-parcel imports are now subject to duty (temporary flat fees transition to full ad valorem by early 2026)—raising landed costs and complicating cross-border e-commerce.
    Reuters+1 |
    AP News
  • Merger scrutiny (especially grocery/essential retail). The Kroger–Albertsons block in Dec-2024 reinforced the tougher 2023 Merger Guidelines, signaling higher bar for scale retail mergers.
    Federal Trade Commission |
    Troutman Pepper
  • Volumes vs. values divergence. Global consumer/retail deal volumes remain subdued even as valuesrecover—pressure remains on
    mid-market processes and syndicated financing.
    PwC
  Buy-side vs. sell-side predictions (2025–26)
  • Strategics: Likely to lead deal value again, prioritizing (i) data/retail-media/CTV capability buys, (ii) omnichannel/last-mile efficiency, and (iii) portfolio reshaping (carve-outs, non-core exits). Expect more local/regional combinations to sidestep tariff/routing risk.
    PwC
  • Private equity: Activity to re-accelerate as private credit penetrates larger checks and as carve-out pipelines grow; dual-track exits (sponsor→strategic) should feature prominently while the IPO window normalizes unevenly.
    Bain |
    Latham & Watkins
  • Valuation set-up: If financing costs drift lower alongside IMF’s improved financial-conditions backdrop, EV/EBITDA support improves; underwriting will stay strict on unit economics, returns/logistics costs, and tariff sensitivity.
    IMF

Visuals

Funnel of deal types by strategic priority

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Outlook grid (short / mid / long term)

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• Base case: Expect continued recovery in deal value with selective volumes as buyers target scaled, margin-accretive assets (media/data, logistics, brand/IP platforms) and carve-outs. Financing is available—private creditnow anchors the
  mid-market and is pushing up-market.
  PwC |
  Bain
• Risk case: Tariff-driven cross-border friction and strict merger review (esp. grocery) could slow certain categories; contingency-plan for tariff pass-through and divestiture remedies.
  Reuters |
  Federal Trade Commission

Appendices & Citations

Deal tables

Representative E-commerce/Retail transactions (2024–2025) — values and links as disclosed by companies or major outlets. (Sources are hyperlinked in-table.) Deals span retail-media/CTV/data, luxury consolidation, category roll-ups, special situations, and take-privates.

Walmart Corporate News and Information |
Business Wire |
Hibbett Investors |
Reuters+1 |
DoorDash |
Coupang |
PR Newswire |
Walgreens Boots Alliance |
BusinessCloud

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Data sources with hyperlinks (key inputs used across Sections 1–8)

• • Consumer/Retail M&A trendlines: PwC mid-year 2025 global trends (values ↑15% with volumes ↓9%), plus consumer-market deep-dive.
    PwC+1
  • Sector outlook (Q2’25): KPMG Consumer & Retail M&A notes resilient activity despite tariffs/uncertainty.
    KPMG
  • Macro baseline: IMF WEO Update (Jul-2025) global GDP 3.0% (2025) / 3.1% (2026).
    IMF+1
  • E-commerce KPIs: U.S. Census e-commerce share / sales (Q2-2025).
    Census.gov
  • Valuation multiples: Damodaran EV/EBITDA and EV/Revenue (Jan-2025), with sector breakouts; Siblis sector EV/EBITDA (Top-500 lens).
    Stern School of Business+1 |
    Siblis Research
  • Cost of capital anchor: Kroll recommended U.S. ERP 5.0% (effective June 5, 2024; guidance referenced Apr-2025).
    Kroll
  • Retail media / data adjacencies: BCG forecasts retail-media to ~$230B by 2028; GroupM/WPP supporting context.
  • Operational benchmarks: NRF returns 16.9% (2024); McKinsey last-mile handovers.
  • Regulatory context: Chrome Privacy Sandbox “next steps” (Apr-2025); FTC halts Kroger–Albertsons(Dec-2024).

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Methodology (how we built the dataset — non-advisory)

• Scope & timing.
  • Transactions are 2024–YTD 2025 with emphasis on retail/e-commerce, logistics adjacencies, and retail-media/data assets. We prioritized closed deals; where announced but not closed (e.g., DoorDash–Deliveroo), we flagged status. Values reflect disclosed equity value or EV per source; if undisclosed/conflicting, we label “n/a” or note variance.
    DoorDash
  • Currency & units. USD values shown as reported or converted by the cited outlet.
  • Comps & multiples. Median and range references use Damodaran (Jan-2025) for public-market sector multiples and Siblis when a Top-500 lens is useful; private-company ranges cross-checked qualitatively against reputable meta-studies (not used as point estimates).
    Stern School of Business+1 |
    Siblis Research |
    First Page Sage
  • Cost of capital. DCF illustrations anchor on Kroll ERP (5.0%) with spot long-bond as needed; this is a modeling convention, not advice.
    Kroll
  • Market baselines. Macro growth uses IMF WEO (Jul-2025); e-commerce penetration uses U.S. Census (Q2-2025); returns benchmark from NRF (2024).
    IMF+1 |
    Census.gov
  • Regulatory lens. We referenced FTC actions in grocery and Chrome Privacy Sandbox timing as risk context; these are not incorporated as deterministic valuation inputs.
  • Quality controls. We favor company filings/press and top-tier outlets (Reuters, WSJ/FT) and avoid unsourced blogs; each table cell includes a hyperlink for auditability. Where multiple reputable sources differed (e.g., Walgreens take-private headline value), we preserved the issuer press as primary and footnoted variability via news links.
    Walgreens Boots Alliance |
    Reuters
  Hyperlinked reference list (selected, high-signal)
  • PwC — Global M&A: Mid-year 2025 global trends; consumer-market deep-dive.
    PwC+1
  • KPMG — Consumer & Retail M&A (Q2’25): resilience despite tariffs/uncertainty.
    KPMG
  • IMF WEO Update (Jul-2025): 2025 = 3.0%, 2026 = 3.1%.
    IMF
  • US Census (Q2-2025): e-commerce sales/share.
    Census.gov
  • Damodaran: EV/EBITDA & EV/Sales by sector (Jan-2025).
    Stern School of Business+1
  • Kroll: Recommended U.S. ERP (reference for modeling).
    Kroll
  • NRF / Happy Returns: returns ≈16.9% of sales (2024).
  • BCG — Retail media: ~$230B by 2028.
  • Key transactions: Walmart–VIZIO; Saks–NMG; JD–Hibbett; DoorDash–Deliveroo; DoorDash–SevenRooms; ABG–Dockers; Coupang–Farfetch; PHOENIX–Express; Sycamore–Walgreens; Frasers–Ebuyer.
    Walmart Corporate News and Information |
    Business Wire |
    Hibbett Investors |
    Reuters+1 |
    DoorDash |
    Coupang |
    PR Newswire |
    Walgreens Boots Alliance |
    BusinessCloud

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