“It’s why it takes a lot of dating before you get married.” — Peter Orszag, CEO and Chairman of M&A advisory firm Lazard.
The M&A market has long been likened to the dating game. Investment bankers play matchmaker; CEOs conduct exploratory meetings; and companies cautiously assess each other’s strengths, cultural fit, and long-term potential before entering into a committed relationship. Just as in dating, timing, chemistry, and strategic compatibility all matter – and not every match is destined for happily ever after.
The 2019 courtship between payments processing companies Global Payments and TSYS vividly illustrates these parallels. For years, CEOs Jeff Sloan and Troy Woods maintained what regulatory filings describe as informal discussions “with no substantive or specific transaction terms” (the corporate equivalent of keeping things casual). Initial overtures from Sloan were politely rebuffed by Woods, who emphasized that his board of directors “continued to focus on executing its current strategy and operating as an independent, stand-alone company.” However, industry consolidation created a sense of urgency – comparable to peers pairing off at a dance – prompting Sloan to intensify his pursuit. Sloan eventually proposed a formal meeting, clearly signaling serious intent: he outlined a strategic combination, highlighting “potential synergies and the cultural fit” between the two firms. With structured meetings, carefully crafted proposals, and detailed negotiations resembling discussions of future life plans – including where in their home state of Georgia they would settle – the two companies finally agreed to merge in a “marriage of equals” announced on May 28, 2019.
A parallel drama played out concurrently between FIS and Worldpay. CEOs Gary Norcross (FIS) and Charles Drucker (Worldpay) also initially tested the waters, agreeing at first that “the timing was not right” for a deeper commitment. But evolving market dynamics and pressure from industry consolidation soon changed their calculations. Conversations intensified into carefully orchestrated encounters, culminating in a “non-binding indication of interest” and an exclusive negotiation period – equivalent to going steady in the dating world. Acknowledging mutual attraction, they detailed meticulous governance structures and synergies to ensure a harmonious union which they announced in March 2019.
Yet, despite detailed planning and the optimism of early commitment, both mergers struggled as each party came to a realisation that they may have picked the wrong partner. Now, six years later, the companies are orchestrating an elaborate partner swap. Under a complex deal announced this week, FIS will acquire Global Payments’ Issuer Solutions business (the former TSYS) while Global Payments takes control of Worldpay, which had already begun drifting away from FIS through a partial spinoff.1
We’ve talked about Worldpay here before, in Worldpay Reborn. Not yet 30 years old, it has already cycled through multiple partners: from its founders to big banks NatWest and Royal Bank of Scotland, then to private equity, followed by public markets in both the UK and US, on to FIS, and then to a combination of FIS and private equity firm GTCR. Will it ever settle down? Is Global Payments “the one”? To understand the strategic calculations behind this latest corporate marriage – and why two companies are betting that partner-swapping beats staying together – read on.