1. Executive Summary

Industry overview (macro + sector-specific)

Food, Beverage & Agriculture sits in a rare spot. It’s defensive enough to weather economic noise, but dynamic enough to keep attracting real capital. People still eat, drink, and shop for staples, even when they trade down or change habits. That baseline demand gives buyers confidence. What’s changed is how they chase growth and margin.

Over the past two years, the sector has been shaped by a mix of pressure and opportunity. Inflation cooled, but costs never fully reset. Consumers became more price-aware, pushing volume toward private label and value channels, while still rewarding brands that feel healthier, functional, or just more honest. At the same time, supply chain risk stopped being an abstract worry and became a board-level issue, driving interest in ingredient access, co-manufacturing, and distribution scale.

Those forces explain why M&A hasn’t disappeared. It’s shifted. Buyers are less willing to pay for “story” alone and far more focused on durability: repeat purchase, pricing power, margin protection, and operational control.

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Recent M&A momentum (deal count, value)

Deal activity in Food, Beverage & Agriculture remains active, but uneven. 2024 delivered a solid baseline of middle-market transactions, with more than 400 food and beverage deals reported across advisory datasets. Activity slowed into early 2025 in some sub-sectors as buyers waited for clarity on rates, tariffs, and consumer demand. Even so, momentum improved sequentially through the year, with several quarters showing a rebound in announced transactions.

What stands out is the barbell effect. On one end, large strategic buyers executed headline deals that reshaped categories. Mars’ agreement to acquire Kellanova for $35.9 billion is a prime example, reinforcing the long-term value of global snacking scale and brand portfolios. On the other end, steady tuck-in and platform add-on deals continued quietly, especially in ingredients, manufacturing, and regional brands where synergies are easier to underwrite.

Private equity participation softened relative to the peak years, but did not disappear. PE firms focused more narrowly on add-ons and platforms with clear operating leverage, while strategics drove a larger share of total deal volume.

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High-level multiples and key trends

Valuation tells a clear story. Multiples compressed from 2024 into 2025, particularly on an EV/EBITDA basis, while EV/revenue stayed more stable. That pattern signals caution rather than distress. Buyers are still willing to pay for quality, but they want earnings they can trust.

Across reported transactions, median EV/EBITDA moved from the low-to-mid teens toward the 10–11x range in 2025, depending on sub-sector and deal size. Assets that command premiums tend to share a few traits: strong brands, defensible margins, recurring demand, and operational scale. Lower-growth or commodity-exposed businesses traded at more conservative levels, even when cash flow was stable.

Compared with broader equity markets, most food and agriculture sub-sectors trade at a discount to the S&P 500, reflecting slower growth but also reinforcing their role as steady cash generators rather than momentum plays.

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Major players and consolidators

Strategic acquirers dominate the current market. Global food and beverage companies continue to reshape portfolios, leaning into snacking, functional beverages, coffee, and “better-for-you” categories while divesting or de-emphasizing slower, capital-intensive lines.

Names that repeatedly appear in recent deal flow include Mars, PepsiCo, Ferrero, Hershey, Keurig Dr Pepper, and several large wholesale and distribution players. Their logic is consistent: buy scale, buy capability, or buy relevance with younger consumers.

Private equity remains active behind the scenes, often backing platforms in ingredients, co-manufacturing, and specialty food production. The emphasis has shifted toward disciplined underwriting and operational improvement rather than rapid multiple expansion.

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Summary of Key Metrics

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2. Industry M&A Market Overview

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

If you want the honest read on Food, Beverage & Agriculture (FBA) M&A in 2024–2025, it’s this: activity didn’t fall off a cliff, it got picky.

2024 finished with steady baseline volume. One widely circulated advisor dataset tracked 412 food and beverage transactions for the year, with Q4 slightly softer than Q3. (FOCUS)

Into 2025, the market got uneven depending on what slice you’re looking at:

• On the “Food sector” cut, Capstone reported YTD 2025 deal volume down 28.9% year over year to 135 transactions, calling out macro uncertainty and tariffs as major mood killers for both buyers and sellers. (Capstone Partners)
  
  
• On a broader “Food & Beverage” cut, Kroll described H1 2025 as a 10-year low, but noted sequential improvement with 72 announced transactions in Q3 2025, up 20% quarter over quarter, and the second straight quarter of rising volume. (Kroll)
  
  
• In agribusiness + food specifically, Focus Investment Bankers flagged 80 transactions in Q3 2025, up 10% quarter over quarter. (FOCUS)
  
  
• PCE’s Food & Agriculture view shows moderation year over year on an LTM basis: 366 closed transactions (LTM) in Q3 2025 vs. 429 in Q3 2024. (pcecompanies.com)
  
  

So the story is not “no deals.” It’s “deals, but only the ones that clear a higher bar.”

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Notable megadeals

The megadeals matter because they reset category narratives and pull attention (and bankers) toward specific themes like snacking scale, coffee consolidation, and supply chain control.

A few that shaped the tape:

• Mars completed its acquisition of Kellanova on December 11, 2025, turning the earlier agreement into a closed transaction and cementing one of the biggest snack combinations in recent memory. (mars.com, Food Business News)
  
  
• Ferrero’s acquisition of WK Kellogg (reported at $3.1B in major coverage) is another example of global strategics expanding North American platforms through legacy brands with room for operational improvement. (Financial Times, Food Business News)
  
  

What’s important here: big buyers are still willing to move decisively when they see scarcity value (brand portfolios, distribution reach, category control). The mega-deals didn’t disappear in 2025, they just became more concentrated in the cleanest, most strategic situations.

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Private equity vs. strategic acquirer share

In this market, strategics are doing the heavy lifting more often than not, especially when the rationale is supply chain security, portfolio repositioning, or route-to-market scale.

• PCE reported that strategic buyers accounted for 87% of deal volume in its Q1 2025 Food & Agriculture dataset. (pcecompanies.com)
  
  
• Capstone also notes a broad contraction across buyer types in YTD 2025 for the Food sector, with strategic buyers pulling back meaningfully amid uncertainty, even as they still lead overall flow. (Capstone Partners)
  
  

PE is active, but the posture is different than the “cheap debt, buy anything that grows” era. More deals are add-on shaped, or platform deals where the operating playbook is very explicit (manufacturing efficiency, procurement, distribution leverage, SKU rationalization). When those levers aren’t there, PE tends to wait.

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Capital availability

Capital conditions were a big reason for the pacing differences between 2024 and parts of 2025.

You can see it in the commentary across market updates:

• Baker Tilly describes H1 2025 as more disciplined and strategic, with companies navigating tariff pressure and rising costs, and with buyers focusing on health-oriented brands and supply chain resilience rather than broad expansion for its own sake. (Baker Tilly)
  
  
• PCE ties the Q3 2025 moderation to higher financing costs, subdued consumer spending, and delayed closings driven by margin pressure. (pcecompanies.com)
  
  

Translation in banker terms: lenders and sponsors didn’t vanish, but credit committees wanted cleaner stories and more cushion. That changes how processes run, how long diligence takes, and where the final multiple lands.

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M&A Volume/Value by Year

3. Valuation Multiples and Comps

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This is the part of the story where the market stops being philosophical and starts being math.

In Food, Beverage & Agriculture, buyers almost always anchor on EV/EBITDA because it’s the cleanest shorthand for cash earnings power. EV/Revenue still matters, but mostly in two situations:

1. High-growth brands where EBITDA is temporarily depressed by growth spend, and
2. Businesses where margins are structurally volatile (certain ag and commodity-linked models) and revenue gives you a sanity check.

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Median EV/Revenue and EV/EBITDA by sub-sector

Across publicly shared market snapshots, valuation dispersion is wide. Ingredients typically trade at a premium versus more commodity-exposed production and retail models, while beverage sits in the middle. One published trading snapshot (as of Jun 2025) shows this spread clearly:

• Ingredients: about 14.5x EV/EBITDA
• Beverage: about 11.7x
• Production: about 8.0x
• Retail: about 7.7x
• S&P 500 reference: about 17.7x EV/EBITDA (context benchmark) (https://peakstonegroup.com/wp-content/uploads/2025/10/Peakstone-Industry-Report_FB_2025_Q2.pdf)

On the transaction side, the same source includes long-run median transaction multiple charts (2000 through Jun 2025), where EV/EBITDA has moved meaningfully through cycles while EV/Revenue stays comparatively steadier over time. (https://peakstonegroup.com/wp-content/uploads/2025/10/Peakstone-Industry-Report_FB_2025_Q2.pdf)

Another advisor update (food sector) highlights that average EBITDA multiples were higher in the 2023–YTD period than in 2020–2022, which fits what most bankers felt in real-time: buyers paid up for assets that looked durable when everything else felt shaky. (https://www.capstonepartners.com/insights/article-food-sector-mergers-acquisitions-update/)

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Historical multiple ranges (3–5 year view)

Here’s the clean way to frame the last few years without overstating precision:

2020–2022

• Dealmaking was active, but results were distorted by COVID demand shifts and supply chain volatility.
• Multiples depended heavily on whether the business had pricing power and whether supply chain headaches were temporary or structural.

2023–2024

• Quality premiums expanded.
• Better-for-you brands, functional beverages, and specialty ingredients routinely cleared higher ranges because they offered some mix of growth, pricing power, and brand stickiness.
• Capstone explicitly notes higher average EBITDA multiples in 2023–YTD versus 2020–2022 in its food sector review. (https://www.capstonepartners.com/insights/article-food-sector-mergers-acquisitions-update/)

2025

• Selectivity rose and median transaction EV/EBITDA compressed in published transaction medians.
• One transaction dataset shows 2024 median EV/EBITDA in the low-to-mid teens and 2025 closer to the low double digits, with EV/Revenue less volatile. (https://peakstonegroup.com/wp-content/uploads/2025/10/Peakstone-Industry-Report_FB_2025_Q2.pdf)

What’s driving that compression?
Higher financing costs, tougher consumer elasticity, and the fact that buyers want to underwrite downside cases that actually hurt now. Nobody wants to be the buyer who overpaid right before a promo war.

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Comparison to S&P 500 and related industries

If you’re presenting this to a generalist committee, it helps to state the obvious:
Food and agriculture assets often trade at a discount to the broader market because expected growth is lower. That discount is not “bad.” It’s the trade for stability and cash generation.

A simple benchmark slide can show:

• S&P 500 EV/EBITDA around 17.7x (as of the Jun 2025 snapshot referenced above)
• FBA sub-sector ranges below that in most cases, with Ingredients the closest to broad market multiples. (https://peakstonegroup.com/wp-content/uploads/2025/10/Peakstone-Industry-Report_FB_2025_Q2.pdf)

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Historical Valuation Multiples

Peer Multiples and Financials

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4. Top Strategic Acquirers and Investors

If you’re trying to understand who is shaping Food, Beverage and Agriculture right now, don’t overcomplicate it. The most active buyers are doing one of three things:

1. Buying growth where consumers are headed (functional, better-for-you, premium convenience)
   
   
2. Buying scale where economics reward size (snacks, coffee, distribution, private label)
   
   
3. Buying control over the messy parts of the value chain (manufacturing capacity, ingredients, logistics)
   
   

Below are the acquirers and investors that showed up repeatedly in meaningful 2024–2026 deal flow, plus what they are really buying.

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Top strategic acquirers (last 12–24 months)

1. Mars
   Thesis: Build a global snacking super-platform with portfolio breadth and route-to-market leverage.
   Flagship deal: Kellanova, $35.9B (announced) (PepsiCo) and closed Dec 2025 per Mars (Capstone Partners)
   
   
2. Ferrero
   Thesis: Become a bigger North American packaged food player, not just a confectionery specialist.
   Deal: WK Kellogg, $3.1B (announced) (Food Dive, AP News)
   
   
3. PepsiCo
   Thesis: Own modern “better-for-you” beverage demand where younger consumers are trading up.
   Deal: poppi, $1.95B (net $1.65B after tax benefits; includes earnout mechanics) (PepsiCo, PepsiCo)
   
   
4. The Hershey Company
   Thesis: Push deeper into salty and better-for-you snacking to diversify beyond confection.
   Deal: LesserEvil (intent announced) (investors.thehersheycompany.com) and later cited as closed in 2025 coverage (Food Dive)
   
   
5. Keurig Dr Pepper
   Thesis: Double down on coffee scale and reset the portfolio structure.
   Deal: plan to buy JDE Peet’s (featured in 2025 roundup) (Food Dive)
   
   
6. Anheuser-Busch
   Thesis: Expand beyond beer into high-growth, high-velocity adjacent formats.
   Deal: majority stake in BeatBox for $490M (Food Dive)
   
   
7. Chobani
   Thesis: Broaden from yogurt into adjacent “healthy convenience” and ready-to-make.
   Deal: Daily Harvest (Food Dive)
   
   
8. Danone
   Thesis: Add specialized, medical and plant-based nutrition growth in the US.
   Deal: majority stake in Kate Farms (completed) (katefarms.com, Danone)
   
   
9. C&S Wholesale Grocers
   Thesis: Distribution scale, efficiency, and customer coverage in a low-margin business where scale matters.
   Deal: agreement to acquire SpartanNash, $26.90 per share, total consideration $1.77B including assumed net debt (corporate.spartannash.com)
   
   
10. Conagra (as a portfolio shaper, mostly via divestitures)
    Not an acquirer in this specific example, but important as a “seller forcing supply” into the market, which creates opportunities for PE and strategics.
    Deal: agreed sale of Chef Boyardee brand to Hometown Food Company (Brynwood Partners) for $600M (Food Dive)
    
    

Private equity and investor platforms (roll-up and build themes)

Here’s where PE is leaning in, with real examples:

Brynwood Partners (via Hometown Food Company)
Thesis: Buy under-loved legacy brands, simplify, reinvest, and extend into new formats.
Deal: Chef Boyardee from Conagra for $600M (Food Dive)

Investindustrial
Thesis: Scale operationally heavy food businesses where procurement, manufacturing efficiency, and customer relationships can compound.
Deal: TreeHouse Foods to be acquired for $2.9B (announced) (Food Dive, Food Dive)

Nonantum Capital Partners
Thesis: Co-manufacturing and co-packing as “picks-and-shovels” for branded food growth, with utilization and customer mix as the value levers.
Deal: acquired MSI Express (co-manufacturing/co-packaging) (Nonantum Capital Partners)

Carlyle (strategic stake investing)
Thesis: Take meaningful control stakes in scaled consumer platforms in attractive geographies.
Example: Carlyle stake in KFC Holdings Japan (listed among large 2024 deals) (FoodBev Media)

CVC, Intermediate Capital Group and other European PE
Thesis: Bakery, frozen, ingredients, and “steady demand” categories where consolidation and efficiency drive returns.
Examples appear in 2024 mega deal lists across bakery/ingredients platforms (FoodBev Media)

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What these buyers tend to pay for (the real underwriting logic)

Why strategics are acquiring

• Portfolio relevance: functional beverages, better-for-you snacks, convenient meal solutions that pull younger consumers
  
  
• Scale economics: distribution, procurement, manufacturing footprint optimization
  
  
• Capability and control: co-manufacturing capacity, specialty ingredients, route-to-market advantages
  
  

Why PE is acquiring

• Platforms with clear add-on maps: same customers, same plants, same channels
  
  
• Operational improvement that can be measured: plant utilization, SKU rationalization, freight, procurement, working capital discipline
  
  
• Predictable demand categories: easier to underwrite leverage and downside

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Logo Grid: Active Acquirers

Deals by Acquirer, Value, and Rationale

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5. Transaction Case Studies

This section is about putting real texture on the market. Not just who bought what, but why the deal made sense, what the buyer likely paid up for, and where the value is supposed to come from once the press release glow fades.

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Case Study 1: Mars / Kellanova

Global snacking scale play

Deal overview

• Announcement: August 2024
• Closing: December 2025
• Buyer: Mars
• Target: Kellanova
• Deal size: $35.9 billion
• Source:
  https://apnews.com/article/7f3974ffa24cdb2339f616c89fef03f9
  https://www.mars.com/news-and-stories/press-releases-statements/mars-completes-acquisition-of-kellanova

Strategic rationale
This is a classic scale and portfolio deal, executed at a moment when scale actually matters again. Kellanova brought a globally diversified snack portfolio with meaningful exposure outside North America, while Mars brought private ownership, patient capital, and a long track record of integrating large branded platforms.

The real logic is distribution and brand leverage. Snacks are one of the few packaged food categories where global brands still travel well, and where marketing scale and shelf access compound over time. Mars wasn’t buying optionality. It was buying control of a category with durable demand and room to optimize procurement, manufacturing, and route-to-market.

Multiple paid
The company did not disclose EV/EBITDA in public materials. Market commentary framed the transaction as a premium paid for category leadership rather than a value-oriented multiple.

Expected synergies

• Procurement and ingredient sourcing at scale
• Manufacturing footprint optimization
• Marketing efficiency and global brand investment discipline

Big picture takeaway
Mega-deals still happen when the asset is scarce and globally relevant. Size, in this case, is the feature.

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Case Study 2: PepsiCo / poppi

Better-for-you beverage growth

Deal overview

• Announcement: March 2025
• Buyer: PepsiCo
• Target: poppi
• Deal size: $1.95 billion (net $1.65 billion after tax benefits; earnout potential)
• Source:
  https://www.pepsico.com/newsroom/press-releases/2025/pepsico-to-acquire-poppi

Strategic rationale
PepsiCo has been explicit about reshaping its portfolio toward healthier, functional, and lower-sugar options. poppi fits cleanly into that strategy: prebiotic soda, strong brand momentum, premium pricing, and a younger consumer base that traditional soda struggles to reach organically.

The deal also reflects a broader beverage reality: it’s often faster to buy cultural relevance than to manufacture it internally. PepsiCo gets velocity and brand heat; poppi gets global distribution and operational scale.

Multiple paid
No revenue or EBITDA multiples were disclosed. Given the growth profile, this deal is widely viewed as revenue-driven rather than earnings-driven.

Expected synergies

• Rapid distribution expansion through PepsiCo’s network
• Margin improvement as production scales
• International rollout without duplicating infrastructure

Big picture takeaway
Large strategics will pay for relevance when it solves a long-term portfolio problem.

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Case Study 3: C&S Wholesale Grocers / SpartanNash

Distribution scale and efficiency

Deal overview

• Announcement: June 2025
• Buyer: C&S Wholesale Grocers
• Target: SpartanNash
• Deal size: ~$1.77 billion including assumed net debt
• Source:
  https://corporate.spartannash.com/2025-06-23-C-S-Wholesale-Grocers-to-Acquire-SpartanNash-for-26-90-per-Share-in-Cash

Strategic rationale
This deal sits on the opposite end of the spectrum from poppi, and that’s exactly why it matters. Grocery distribution is a low-margin, high-volume business where scale drives survival. By combining with SpartanNash, C&S expands geographic reach, increases purchasing power, and strengthens customer relationships.

There’s very little “story” here, and that’s intentional. This is about efficiency, logistics, and cost control in a business where basis points matter.

Multiple paid
Public disclosures focused on per-share consideration rather than transaction multiples.

Expected synergies

• Warehouse and logistics optimization
• Procurement leverage across a broader base
• SG&A rationalization

Big picture takeaway
Some of the most rational deals in Food & Agriculture are about cost and scale, not brand excitement.

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Case Study 4: Brynwood Partners / Chef Boyardee

Private equity brand carve-out

Deal overview

• Announcement: 2025
• Buyer: Brynwood Partners (via Hometown Food Company)
• Seller: Conagra Brands
• Asset: Chef Boyardee brand
• Deal size: $600 million
• Source:
  https://www.fooddive.com/news/conagra-to-sell-chef-boyardee-to-private-equity-firm-for-600m/746837/

Strategic rationale
This is a textbook PE carve-out. For Conagra, Chef Boyardee was non-core. For Brynwood, it was a well-known brand with steady demand and room for operational focus, brand refresh, and selective innovation.

Private equity ownership allows sharper capital allocation and faster decision-making than the brand would receive inside a large public portfolio.

Multiple paid
The transaction was reported as a headline value without disclosed multiples. Valuation likely reflected stable cash flows rather than high growth expectations.

Expected synergies

• Operational simplification under focused ownership
• Brand reinvestment and targeted innovation
• Supply chain and SKU rationalization

Big picture takeaway
Carve-outs remain one of the cleanest PE value-creation paths in packaged food.

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One-Page Snapshot per Deal Template

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6. Valuation Framework and Modeling

If you sit in enough diligence rooms in Food, Beverage & Agriculture, you realize pricing is rarely a single “multiple.” It’s a negotiation between three narratives:

1. What the business earns today (and how real that EBITDA is)
   
   
2. What it could earn with a different owner and a tighter operating playbook
   
   
3. How much risk the buyer is willing to absorb when the next 12 months get noisy
   
   

Most deals land where all three narratives overlap.

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How deals are priced in practice: comps, precedents, and DCF

Trading comps (public market multiples)
This is the daily reality check. If public packaged food peers are trading at 12x to 16x EV/EBITDA, buyers have a hard time justifying 18x for an average asset unless there’s a clear reason: faster growth, stronger brand moat, cleaner margin profile, or a synergy story the seller can’t capture.

A useful published benchmark for sub-sector context shows (as of June 30, 2025) ingredients trading higher than production and retail, with an S&P 500 reference multiple shown alongside the sector indices. (peakstonegroup.com)

Precedent transactions (deal multiples)
Precedents do two jobs:

• They anchor what strategic buyers have actually paid for similar assets
  
  
• They reveal what the market rewarded in different rate environments (and what it punished)
  
  

In this sector, precedent multiples tend to widen fast when you mix “brand growth deals” (often revenue-led valuations) with “operations scale deals” (more EBITDA-led, more conservative).

DCF (usually the tie-breaker, not the headline)
DCF matters most when:

• The asset is unique (there aren’t great comps),
  
  
• The buyer expects meaningful synergies, or
  
  
• The process has gotten emotional and someone needs a sober reference point.
  
  

But here’s the practical truth: in most middle-market FBA deals, DCF is a backstop and a sanity check. The final price still gets negotiated as a multiple, because that’s what boards and ICs can compare quickly across opportunities.

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Typical control premiums

For public company deals, a control premium is the extra a buyer pays above the “unaffected” trading price to get control. It varies by market conditions, competitive tension, and how scarce the asset is. (Corporate Finance Institute, Auxo Capital Advisors)

A real, recent example: Keurig Dr Pepper’s announced offer for JDE Peet’s was described as a 33% premium to JDE Peet’s 90-day VWAP. (Media | Keurig Dr Pepper, PR Newswire)

In private company deals, you still feel the same concept, just expressed differently. The buyer often pays up for:

• Control of the brand and customer relationships
  
  
• The right to implement operational change
  
  
• Synergy capture the seller cannot monetize alone
  
  

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Key model drivers: what actually moves value

In Food, Beverage & Agriculture, three drivers tend to do most of the work in a model:

1. Revenue growth (and the quality of that growth)
   Not all growth is equal. Buyers will pay more for growth that comes from repeat purchase and distribution expansion, not one-time promotions.
   
   
2. EBITDA margin and margin durability
   A 50 bps margin improvement in a high-volume business can be worth more than a heroic top-line forecast. But buyers get skeptical fast if margin expansion requires perfect execution or assumes input costs magically behave.
   
   
3. Working capital and capex realism
   This sector can surprise people with cash needs. Inventory, seasonality, and retailer terms can swing free cash flow hard. If the business is capex-heavy (plants, packaging, cold chain), value moves with maintenance capex assumptions more than most decks admit out loud.

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Sample DCF Input Summary

Sensitivity Analysis Table

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7. Trends and Strategic Themes

The deals are telling on themselves. When you line them up, Food, Beverage and Agriculture M&A is drifting away from “buy the category, hope the market grows” and toward “buy the specific capability that makes the business harder to kill.”

Here are the themes that keep showing up, plus what they mean in plain English.

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Sector shifts driving M&A

1. Better-for-you keeps winning shelf space, even when wallets get tight
   This isn’t a fad anymore, it’s portfolio strategy. Buyers are still hunting brands that feel modern: functional, lower sugar, cleaner labels, protein-forward, gut health, and “I can drink/eat this daily without guilt.”
   
   

You can see the demand pull in both market commentary and deal activity tied to functional and BFY positioning. Advisor updates explicitly call out BFY and functional demand as a major sector driver. (Greenwich Capital Group)

What it means for dealmaking:

• Premium valuations concentrate in assets with repeat purchase behavior and distribution headroom.
  
  
• Strategic buyers care less about “a cool brand” and more about velocity, retention, and whether the product can survive a national rollout.

2. Non-alcohol and “adult soft drinks” are pulling buyers into new adjacency lanes
   A quiet but important theme: beverage companies are buying brands that benefit from consumers cutting back on alcohol, and from a general shift toward healthier refreshment.
   
   

Example: AG Barr’s acquisition of Fentimans and Frobishers is explicitly framed as a move into “adult soft drinks” and a response to declining alcohol consumption. (Financial Times)
Another: Carlsberg’s Britvic acquisition is being credited with helping diversify revenue and deliver early synergies as non-alcohol demand rises. (The Times)

What it means for dealmaking:

• “Why now?” answers are increasingly tied to consumption shifts, not just cost synergies.
  
  
• Expect more cross-category M&A where the buyer is chasing occasions, not just products.

3. Private label and value positioning are getting stronger, and that favors scale players
   When consumers get price-sensitive, retailers lean harder on private label. That pushes M&A in two directions:
   
   

• Retailers and distributors chasing scale and efficiency
  
  
• Private label manufacturers becoming attractive platforms if they can run plants well and manage complexity
  
  

This private label momentum is called out in recent sector commentary as cost-consciousness rises. (Greenwich Capital Group)

What it means for dealmaking:

• Scale and operational excellence get rewarded.
  
  
• “Boring” assets can win if they print cash and have defensible customer relationships.

4. Cost of capital is still rewriting deal structure
   Higher financing costs did not stop deals. They changed how deals are built. Buyers are leaning more on:
   
   

• Earnouts and contingent payments
  
  
• Seller notes and structured equity
  
  
• Tighter diligence around working capital, capex, and pricing power
  
  

You can see this cautious, structure-heavy tone echoed in industry M&A outlook commentary entering 2026. (FoodBev Media, Kroll)

What it means for dealmaking:

• Processes take longer.
  
  
• Multiples can look “fine” headline-wise, but the real economics hide in structure and rollover terms.
  
  

Emerging models

1. “Picks and shovels” acquisitions: co-manufacturing, ingredients, and capacity control
   Brands come and go. Capacity and capabilities are sticky.
   That’s why buyers keep targeting co-manufacturers, specialty ingredient suppliers, and assets that reduce supply chain headaches.
   
   

This shows up repeatedly in market commentary that emphasizes operational drivers and capability building in the sector. (Capstone Partners, Kroll)

2. Data, AI, and automation are creeping in through operations first, not marketing
   In FBA, the flashiest AI pitch is rarely the best one. The real value is usually in:
   
   

• Demand forecasting and inventory planning
  
  
• Procurement optimization
  
  
• Predictive maintenance and plant efficiency
  
  
• Pricing and promo analytics
  
  

If you want a sharp way to say it in your report:
AI in food isn’t a chatbot story. It’s a waste story. Less shrink, fewer stockouts, smarter production runs.

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Regulatory and antitrust themes

1. Ultra-processed foods are moving from “nutrition debate” to “policy pipeline”
   This is a big one because it can reshape brand portfolios, labeling strategies, and long-term category growth.
   
   

The FDA has an Ultra-Processed Foods page outlining actions and research initiatives, including a joint Nutrition Regulatory Science Program with NIH. (U.S. Food and Drug Administration)
FDA and USDA also issued a formal Request for Information to support developing a uniform definition of ultra-processed foods. (Federal Register, USDA)

What it means for M&A:

• Brands with “better-for-you” positioning may carry a strategic premium.
  
  
• Reformulation capability, transparent sourcing, and label strategy become real diligence items, not marketing fluff.
  
  

2. Antitrust scrutiny remains elevated, especially in consolidation-heavy lanes
   If you’re doing big combinations in food distribution, grocery, or any market with already-high concentration, expect tougher questions.
   
   

The DOJ and FTC released the 2023 Merger Guidelines (still the current framework), which lay out how the agencies analyze competitive effects and market structure. (Department of Justice, Federal Trade Commission)

What it means for M&A:

• Deal timelines can stretch.
  
  
• Buyers may prefer bolt-ons, carve-outs, and capability buys that are easier to clear.
  
  

3. Supply chain compliance is becoming an acquisition catalyst in agriculture-linked value chains
   The EU’s deforestation-free products regulation (EUDR) is pushing traceability and due diligence requirements across certain commodities and derived products, affecting how companies manage sourcing and compliance. (Environment)
   Some government and advisory updates also discuss timing and readiness considerations as implementation approaches. (gov.ie, KPMG Assets)
   
   

What it means for M&A:

• Companies may buy capabilities (traceability systems, compliant suppliers, vertically integrated sourcing).
  
  
• Due diligence gets heavier on origin data, supplier audits, and chain-of-custody.

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Expert POV: forward-looking commentary (non-advisory)

If you’re trying to predict what gets bought next, watch for businesses that solve one of these buyer headaches:

• relevance (brands that consumers actually stick with)
  
  
• resilience (stable margins and pricing power)
  
  
• control (capacity, sourcing, compliance, distribution)
  
  

The vibe shift is real: fewer “spray and pray” platforms, more surgical buys that make the core business safer, faster, or cheaper.

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Timeline of Trend Emergence

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8. 2025–26 Market Outlook

The mood going into 2026 is not “back to the boom.” It’s more like: the market is open again, but only for deals that can survive a little pain.

Across broader M&A, 2025 value rebounded while deal volume stayed roughly flat, which usually signals a market driven by larger, higher-conviction transactions rather than a wide-open free-for-all. (BCG Global) 2026 expectations still point to volatility and a two-speed market, where great assets clear and everything else needs structure or a price reset. (Deloitte)

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Expected M&A drivers

1. Corporate portfolio reshaping stays active
   Large strategics are still pruning, swapping, and reweighting portfolios. That creates supply, especially in brands or business units that are “good” but no longer strategic. BDO’s 2025 recap and 2026 outlook is consistent with this setup: companies keep using M&A and divestitures to reposition.
   
   

What this means in food and beverage:

• More carve-outs and brand sales
  
  
• More “buyer-only” synergy stories (distribution, procurement, manufacturing leverage)
  
  
• More willingness to do deals that look boring but fix the portfolio
  
  

2. Private equity needs exits, and also has dry powder
   A lot of sponsor portfolios are aging. Even when multiples are not at peak levels, there’s pressure to realize returns, recycle capital, and reposition platforms. FoodBusinessNews notes the Q1 2025 slowdown and references Kroll’s data, but the tone is clear: sponsors are still in the game, just more selective. (Food Business News, Kroll)
   
   
3. Stabilizing rates help, but structure is still doing heavy lifting
   Industry commentary going into 2026 repeatedly frames the market as cautious-but-hopeful, with interest rates and volatility shaping leverage availability and deal structure. (FoodBev Media) You should expect more earnouts, CVRs, seller notes, and tighter working capital mechanics than you would have seen in 2021–2022.
   
   
4. Capabilities and compliance are becoming real acquisition catalysts
   In agriculture-linked value chains, traceability, sourcing compliance, and supply chain controls are increasingly a reason to buy, not just a diligence checkbox. In food, regulatory focus areas like ultra-processed foods are also creeping into long-term portfolio conversations. (MCF Corporate Finance, FoodBev Media)
   
   

Headwinds and where deals can stall

1. Valuation gaps still show up in the middle
   The market is “clearing” at the high end for scarce, high-quality assets, while the lower end sees sellers adjusting expectations. That’s a consistent theme in 2026 outlook coverage and summaries of 2025 volatility. (FoodBev Media, Food Business News)
   
   
2. Consumer behavior is uneven
   Value-conscious shopping, promo intensity, and mix shifts can mess with near-term forecasts. The practical impact: buyers underwrite more downside cases and push harder on protections in the purchase agreement. (FoodBev Media)
   
   
3. Antitrust and review timelines remain a factor in consolidation-heavy lanes
   Large deals can still clear, but timelines and remedies can reshape outcomes. Deloitte’s 2026 survey framing of a two-speed market fits this, where complexity becomes a real cost. (Deloitte)
   
   

Buy-side vs sell-side predictions

Buy-side (strategics and sponsors)

• More bolt-ons over big platform bets, unless the asset is truly scarce
  
  
• Preference for businesses with pricing power, margin durability, and repeat purchase behavior
  
  
• Higher bar for customer concentration, working capital volatility, and capex surprises
  
  
• More “pay for performance” structures (earnouts, CVRs, contingent consideration)
  
  

Sell-side (corporates and sponsors)

• Sellers with premium assets will still push for competitive processes
  
  
• Carve-outs will keep coming as corporates simplify portfolios
  
  
• Sponsors will lean into equity stories buyers can believe: operational levers, not just growth narratives
  
  
• If the asset is average, sellers will likely need to accept either a lower headline multiple or more structure

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Funnel of Deal Types by Strategic Priority

Outlook Grid (Short / Mid / Long Term)

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9. Appendices and Citations

This section is your “show your work” layer. If someone challenges a number, a deal detail, or a theme, this is where you point and say: here’s the source, here’s the method, here’s what’s disclosed vs inferred.

A. Deal Tables

‍B. Data sources with hyperlinks

Core M&A and market commentary (use these to support narrative and directional claims)

• DOJ: 2023 Merger Guidelines (official)
  https://www.justice.gov/atr/2023-merger-guidelines
• FTC: Merger Guidelines 2023 (official hub)
  https://www.ftc.gov/reports/merger-guidelines-2023
• Federal Register: Ultra-Processed Foods; Request for Information (official notice)
  https://www.federalregister.gov/documents/2025/07/25/2025-14089/ultra-processed-foods-request-for-information
• USDA FNS page related to the UPF RFI (additional context)
  https://fns-prod.azureedge.us/usda/fr-072525

Public market + broader M&A outlook framing (context, not sector-specific deal counts)

• BCG: M&A Outlook 2026
  https://www.bcg.com/publications/2026/m-and-a-outlook-expectations-are-high-again
• Deloitte: 2026 M&A Trends Survey
  https://www.deloitte.com/us/en/what-we-do/capabilities/mergers-acquisitions-restructuring/articles/m-a-trends-report.html
• BDO: 2025 M&A recap and 2026 outlook
  https://www.bdo.com/insights/advisory/bdos-2025-m-and-a-recap-and-2026-outlook
• FoodBev Media: 2026 US food and beverage M&A outlook
  https://www.foodbev.com/news/cautious-but-hopeful-what-2026-holds-for-the-us-food-and-beverage-m-a
• Food Business News: M&A outlook 2026 (includes reported datapoints cited to Kroll / Dealogic)
  https://www.foodbusinessnews.net/articles/29097-m-and-a-outlook-2026

Primary deal sources used in the report (examples from case studies / acquirer table)

• PepsiCo: “PepsiCo to Acquire poppi” (press release)
  https://www.pepsico.com/newsroom/press-releases/2025/pepsico-to-acquire-poppi
• SpartanNash: “C&S Wholesale Grocers to Acquire SpartanNash…” (press release)
  https://corporate.spartannash.com/2025-06-23-C-S-Wholesale-Grocers-to-Acquire-SpartanNash-for-26-90-per-Share-in-Cash
• DOJ/FTC guidelines (used for the regulatory trend timeline)
  https://www.justice.gov/atr/2023-merger-guidelines
• Federal Register UPF RFI (used for the regulatory trend timeline)
  https://www.federalregister.gov/documents/2025/07/25/2025-14089/ultra-processed-foods-request-for-information

Important practical note on data vendors
If you want true market-wide deal counts/values and clean precedent multiple sets by sub-sector, you typically need a paid dataset (e.g., LSEG/Refinitiv, PitchBook, Capital IQ, Mergermarket, Dealogic). Those can absolutely be cited and used, but they’re not usually fully accessible via open web links.

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C. Methodology

1. Definitions used

• Industry scope: Food, Beverage & Agriculture includes branded CPG food/bev, ingredients, distribution/logistics, certain ag-linked value chains, and food manufacturing services (e.g., co-manufacturing).
• Deal universe: references in this report prioritize disclosed, verifiable deals with credible sources (press releases, filings, reputable business media).

2. What is disclosed vs estimated

• Disclosed: deal value, consideration structure, premium language, closing conditions, and any synergy targets when explicitly stated by the buyer/seller.
• Not disclosed: multiples are left blank or marked “not disclosed” unless a source provides them. No guessing.

3. Multiples and comps handling

• Public comps: based on the observation date in the source material (when cited) or the most recent reporting period if the source specifies it.
• Precedents: when used, match by sub-sector and business model first (growth BFY beverage brand vs low-margin distributor are not interchangeable).

4. Modeling examples

• Any DCF inputs or sensitivity grids are illustrative and labeled as such.
• Nothing is presented as a recommendation or investment advice.

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