Amazon's $13.7 billion acquisition of Whole Foods this year lit up the imaginations of Wall Street analysts, as well as those of other retailers. It had bystanders asking both "Who's next?" and perhaps saying "Me too!"
As the Financial Times wrote in September, "Bankers report an upsurge in requests from their retail clients asking that they put a call in to see if Amazon would be interested in acquiring them, too."
Amazon is not alone in buying up fellow retailers. As it tries to catch up to Amazon's digital reach, Walmart has bought online outdoor retailer Moosejaw, vintage-inspired online women's apparel seller Modcloth, menswear site Bonobos and is reportedly interested in acquiring beauty subscription service Birchbox.
With retail stocks sagging amid an industry downturn and fits of change, publicly traded retailers can be bought relatively cheaply. Smaller upstarts might be open to buyouts to boost their reach, and established players might want them for their digital savvy customer base.
As a recent report from PwC points out, "Entrenched brick and mortars seeking innovative growth platforms to combat waning foot traffic." That's why analysts with the consulting firm expect a "strong" end to 2017's M&A activity. John Potter, PwC's deals leader for consumer markets, said in an interview that even though many retailers are focused on holiday execution, they still have an eye to the future and might be exploring how to improve their customer experience, digital capabilities or merchandising through acquisitions.
Potter outlined the three most likely acquisition scenarios: go-private transactions, perhaps involving private equity investment; buying rivals, to consolidate market positions and streamline operations; and mergers of opportunity, such as Whole Foods, which Potter said Amazon essentially bought "for free" given the differentials in stock prices.
Whatever the reasons, more mergers are likely. Potter uses the activity of PwC's own deals unit as proof of retailer interest in M&A. "Our team is ridiculously busy," he said.
Below we've looked at some possible acquisition targets, all of which have something to offer — at least at the right price.
In a brutalized department store sector, Nordstrom stands out. The company, for example, managed increases in profit, top-line sales and comparable sales in a second quarter where most of its competitors were trying to stem bleeding in at least one of those categories (or in the cases of Sears and Dillard's, all of them).
Nordstrom nearly was acquired this year — not by a rival, but by its founding family and potential private equity partners. Some observers said this summer that going private would be a great move for the retailer, sparing it the quarterly pressures of Wall Street and freeing it to invest in its business. But a deal, which would have been fueled in part by debt, fell apart this fall.
More intriguingly to some is the possibility that Nordstrom could, or at least should, be of interest to Walmart or Amazon. Nordstrom was among the several names dropped by Jeff Glueck, the CEO of location intelligence company Foursquare, in a blog post about who the two giants of retail should buy next.
"Foursquare's data show that Nordstrom shoppers are almost two times more likely to shop at Whole Foods than the average consumer," Glueck wrote this year. "So an Amazon-owned Nordstrom chain would deepen Amazon's relationships with its expanding core base."
Others shared that view, at least in part. "Nordstrom attracts similar higher-end customer to Whole Foods — however, unlike Whole Foods, there are only 118 Nordstrom units (more if you count Nordstrom Rack), and they are not located as 'close' to the consumer as the Whole Foods stores," Nick Egelanian, president of retail development consultants SiteWorks International Retail, told Retail Dive. "As such, they would have less value for logistics efficiency. They would, however, represent a significant brick and mortar footprint for Amazon's sizable apparel business."
For Walmart, on the other hand, Nordstrom holds the potential to help the retail giant achieve what it's tried time and again for years — reaching shoppers outside of its usual base.
"Walmart uses acquisition to capture new customers, which they can find at Nordstrom and Nordstrom Rack. These consumers aren't frequent Walmart-goers," Glueck wrote. "According to Foursquare's foot traffic data, they are about 55% less likely to go to Walmart than the average American."
The Nordstrom brand and customer base might also complement some of Walmart's other higher-end acquisitions of late, including Bonobos and Modcloth, which are in turn complements to its Jet acquisition last year.
2. Abercrombie & Fitch
Once an outdoor outfitter that sold guns and tents, the chain became a mall staple popular with teens. But online shopping, the consumer flight from some malls, the rise of fast fashion and other well-documented changes in consumer habits have taken their toll. As an answer to the retail doldrums, Abercrombie was said to be talking to rivals, including American Eagle Outfitters and Express, earlier this year.
The retailer has lost sales and margin room as it contends with apparel discounting, though it's managed to stem the bleeding through cost cuts. Its Hollister brand is still selling relatively well, but analysts with Morgan Stanley see the retailer's flagship, namesake brand as in decline. "The next few years should prove whether [Abercrombie] is a global brand with turnaround potential or a retailer in structural decline," the analysts wrote in August.
The company, after it walked away from buyout talks during the summer, said it plans to press ahead with its turnaround effort. "We believe in the prospects for our business and the opportunities for our brands," Chairman of the Board Arthur Martinez said in a July statement. "[O]ur strong management team and dedicated people, the investments we have made in marketing, omnichannel and other strategies to drive sales, together with our relentless focus on operational efficiencies, all contribute to our expectation for improved trends beginning in the second half of the year, compared to the prior year period."
Assuming Martinez's words of confidence and independence aren't absolute — and that the company might still be open to an acquisition, if the price is right — Abercrombie would bring to the table a growing retail presence in Asia as well as a recently widened wholesale business in the region as well. The retailer is also expanding in the Middle East and other international regions.
In the U.S., the company's brand might be diminished but it still does have some cache, and its private brands give it some control over its destiny, a margin boost and a differentiated product mix.
Driven by an activist investor, Macy's reportedly explored a buyout this year with a private equity firm and fellow department store retailer Hudson's Bay. That activist, who wanted Macy's to sell off its best properties, has since pulled out and the rumor mill around Macy's has quieted. In its talks with Hudson's Bay, Macy's offer was too rich for the Canadian owner of Saks and Lord & Taylor, according to media reports at the time.
But the wider world is still intrigued by the idea of a buyout of Macy's, which for decades was the one acquiring rivals. Some analysts have even suggested that Amazon would make a possible suitor. Cowen & Co. analyst Oliver Chen wrote this year that a Macy's-Amazon mash up could be "revolutionary," according to Business Insider. Chen cited as reasons the supplier scale Macy's would bring, as well as the physical locations that could improve Amazon's logistics operations and data collection.
For any buyer, Macy's also holds an alluring asset — a broad portfolio of owned real estate, much of it in A malls and other choice locations. Macy's property holdings was mainly what attracted an activist into its fold to begin with. As of January 2017, the company owned outright 382 of its 829 stores in the U.S.
Starboard estimated last year that Macy's could unlock $10 billion of shareholder value by separating its $21 billion in real estate assets from the retail operations. Macy's flagship Herald Square store in New York alone is roughly $4 billion and its Downtown Macy's store is worth $3.4 million, according to Starboard.
So Macy's has on its books assets that are themselves valuable to a potential acquirer and could sweeten a deal while the retailer scrambles to plug sales declines, close unprofitable stores and make its existing stores more profitable (including through its off-price unit Backstage and by nudging customers to spend more through its loyalty programs). It's worth noting also that Macy's is still a profitable retailer despite its struggles. Last year it posted net income of $611 million in a sector where many lost money.
Beauty retailer Ulta is another name that Glueck posited could be a good fit for Walmart. He wrote in August that "Walmart likely covets Ulta's customer base," which he described as extremely loyal to the Ulta brand as well as a "mix of high and low: luxury shoppers and deal-seekers."
"This demographic shops frequently — not just at Ulta, but also at many other retail stores across several categories, including affordable chains (DSW, T.J. Maxx), as well as more luxurious retailers including Nordstrom and Neiman Marcus, based on Foursquare data," he elaborated. "So for Walmart, this would be the best of two worlds. Walmart can double down on its existing shopper set while gaining that new, coveted, higher-end customer too."
The retailer also happens to be on fire, posting sales wins and opening stores as though it didn't get the memo that both are out of style in the wider retail world. In August, the company said net sales rose 20.6% to $1.29 billion compared to the prior-year period and same-store sales rose 11.7%, driven by both transaction and ticket growth. Meanwhile, e-commerce sales rose a heady 72.3%, to $96.3 million, and the company reported a net income of $114 million for the quarter. Ulta also opened 20 stores in the period.
The retailer is operating on all cylinders. Its marketing efforts, including an amped-up social media strategy, are seeing traction, its merchandising (including new, better brands) is resonating with customers, and its loyalty program is reaching both new and existing customers. Plus, the company is managing to beef up online sales along with sales in physical stores and salons.
"Despite the recent rise in promotional and pricing activity, we continue to see beauty shoppers defect from department stores, and one of the main beneficiaries is Ulta. Ulta has also had some success in pulling customers away from the beauty propositions of mass merchants and supermarkets," GlobalData Retail analyst Anthony Riva said in an August note.
Kohl's and Amazon sitting in a tree… Well, actually they are just partnering to allow Amazon to sell its branded smart home products in Kohl's stores and letting Kohl's handle returns on Amazon's behalf. But people took notice, and the chatter grew.
Some observers, positively or negatively, saw the partnership as a possible prelude to a merger between the discount department store chain and e-tailer. "It is difficult for me to see this alliance having a positive long-term outcome for Kohl's unless Kohl's management is setting themselves up to become the next ‘Whole Foods' type acquisition of Amazon," Mark Heckman, principal of Mark Heckman Consulting, wrote in RetailWire in September. "Kohl's may be thinking that they're entering the gates of the empire and joining the action instead of camping outside and watching market share and brand value dwindle over time."
Kohl's, like Macy's, has something Amazon lacks: a broad physical presence and brick-and-mortar skills. More specifically, the department store retailer has 1,100-plus stores, the lion's share in strip malls, scattered around the country. In addition, the retailer has 14 distribution centers representing millions of square feet. Also, like Macy's, it happens to be a reasonably profitable retailer with some $18.7 billion in annual sales.
A collaboration with a physical retailer like Kohl's brings Amazon products and customers into actual buildings, where by far most retail sales still take place. "Kohl's still has too many stores and they're a little irrelevant," Lee Peterson, executive vice president of brand, strategy and design at WD Partners told Retail Dive. "But they're kind of perfect little boxes for Amazon's stuff. Their locations are good — freestanding units that are well positioned for buy online pickup in store. They're suburban in pretty well-to-do areas, unlike Sears, which are in old suburban areas."
The athleisure pioneer has been the subject of merger speculation in the past. Analysts speculated in 2014 that VF Corporation — which runs The North Face, Vans, Wrangler and Timberland brands — might have been contemplating the acquisition of Lululemon. This spring, some speculated that Nike or UnderArmour would be interested in the company.
As recently as this summer, rumors abounded that Lululemon might go private, and at a high premium. Joshua Rodriguez, CEO and founder of CNA Finance told The Street in July that "a going private move may happen and for various reasons, would be a strong move" for the company, though it wasn't likely at the price being kicked around at the time.
Lululemon launched an army of imitators in the athleisure space and has been grappling with the rising competition for several quarters now, mostly hanging on to its much higher prices and resistance to markdowns. After some missteps, the yoga wear maker has been rebounding, with a focus on yoga, meditation and mindfulness.
"Someone, it seems, forgot to inform Lululemon that there is a slowdown in the growth of athleisure," GlobalData Retail Managing Director Neil Saunders said in a note this fall after the company released strong sales and margin numbers. "Its results stand in direct contrast to those of many other sporting retailers. [T]he numbers are a testament to Lululemon's brand strength, the credibility of its products and to its constant focus on innovation. They have enabled the group to take share in a crowded, competitive marketplace where consumer demand is a little more muted than it once was."
For both Nike and Under Armour, Lululemon would significantly beef up their athleisure offerings and help them catch up to Adidas, which has made powerful strides in street clothes.
Online home goods seller Wayfair enjoyed a market halo this spring when a Wall Street analyst suggested the company would be a good buy for Walmart.
Kelly Halsor of The Buckingham Research Group wrote in a note earlier this year that Wayfair would fit nicely with Walmart's recent strategy of buying up smart and innovative online sellers to complement its Jet business, according to the Boston Business Journal. It's also a lead player in the burgeoning home goods category, where other retailers are playing catchup.
After Wayfair posted nearly 50% growth in direct retail sales to $1.1 billion, Adrienne Yih, an analyst with Wolfe Research, noted Wayfair had several paths to growth ahead, among them the "potential e-commerce market share opportunity over a multi-year horizon, an underpenetrated home sector with trends shifting online, and the fact that it is within management's control to either harvest profits from the more mature U.S. segment or to reinvest in new addressable markets."
Wayfair also brings well-tuned technological instincts and a general comfort level with trying new things. It has launched a new display advertising platform intended to improve product recommendations and personalization. The retailer has also developed augmented reality and virtual reality apps, to help customers shop for furniture and match it to their home's space needs.
In 2016, Wayfair acquired Trumpit, a Snapchat-style start-up whose capabilities could bolster customer service for its mobile app. And in September Wayfair launched a live-tracking feature that allows customers waiting for furniture deliveries to track the locations of their delivery drivers in real time through an interactive GPS map.
In short, the company is always looking to innovate and it's paid off. Between 2012 and 2016, Wayfair's revenue ballooned from $601 million to $3.4 billion during that time. But for a company that thinks it can be the Amazon of furniture, Wayfair has posted some Amazon-like losses in recent years as it spends on customer acquisition, tech investments and marketing. Last year alone the company posted a $194.4 million loss.
"Wayfair has a solid offer and is well differentiated from other players, especially in the U.S.," GlobalData Retail Managing Director Neil Saunders said in a February note. "We also believe that its systems and technologies are superior and even, at least in the home category, better than Amazon's. Its challenge in the upcoming fiscal will be to translate these strengths, and its strong sales base, into a profitable and sustainable business proposition."
But perhaps a buyer would consider taking on that challenge.