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CoverStory




        Pucci's predictions proved accurate. First Data Corp.'s   Fortney identified several predictable phases. Following is
        CardConnect and BluePay acquisitions, followed by       a closer look at each stage and its inherent opportunities
        Vantiv-Worldpay and TSYS-Cayan, made headlines in       and challenges.
        2017.
                                                                        1. Building the relationship: The initial discov-
        Pucci recently  told  The  Green  Sheet  he  sees mergers       ery  phase  involves  getting  acquainted  with  a
        becoming more technology-centered and verticalized.             prospect's personality, culture and potential con-
        "Legacy acquirers may merge with gateways and cross-            tribution to your organization. Consider how a
        border specialists to bolster ecommerce volume," he said.       potential partner could further your end goals,
        "Payment security, another major category, is a crowded         and don't rush the process, Huber suggested. The
        field with a lot of talent. Mastercard buying New Data          Global  Legal  Law  Firm's  recent  merger  with  the
        Security and LexisNexis acquiring ThreatMetrix are recent       Ghilezan Law Firm is a case in point. "Our firms
        examples. Security firms make attractive acquisitions, even     began working together over three years ago sim-
        for acquirers with their own resources and competencies."       ply cross-referring business that was within each
                                                                        respective firm's expertise," he said. "Discussions
        Andy Payment, Principal  at  Symbiom, a  business-to-           regarding a partnership occurred almost immedi-
        business marketing consultancy, expects M&A activities          ately after seeing how the two firms complement-
        to create new opportunities for his fintech clients. "The       ed each other."
        entire industry is reshaping itself around value-added
        software and solutions," he stated. "Running a software         2. Vetting the candidate: Having confirmed a
        company is drastically different from running a payments        candidate's potential value, additional due dili-
        company. You'll continue to see a reshaping of the market       gence is required to fully vet the prospect. Online
        as long as there are software and service assets available,     reviews and insights from sales channel partners
        even if at ridiculous valuations."                              and merchant customers can help create a dimen-
                                                                        sional profile of a prospect's reputation and in-
        Attorney James Huber, Partner at Global Legal Law               dustry ranking. Huber said, "The best way to vet
        Firm and payments specialist, said mergers can improve          a potential partner is to ask others in the industry
        efficiencies and free merchant level salespeople (MLSs) to      regarding their experience and dealings." McCro-
        focus on what they do best, which is selling. Huber sees a      han recommends discretely gathering intelligence
        strong future for MLSs and ISOs, despite ever-changing          from customers and, if possible, the prospect's in-
        industry regulations.                                           vestor base.
        "In the near future, we expect to see further consolidation     3. Aligning interests, setting goals: Once  the
        of the ISOs and agents under the larger ISOs," he said  Long    candidate has been fully vetted, companies can
        term, he forecasts greater consolidation due to increasing      focus on the business fit between the organiza-
        regulation, such as card scheme rules or self-regulations       tions and set key objectives for the merger. How
        that require sub-agents and ISOs to be registered direct        do  your  customers  make  money  and  which  of
        and abide by card brand policies. That level of control         your solutions give them cost efficiencies? If you
        could make a sub-ISO, agent, or even ISO an employee            understand your customers and your customers'
        of the ISO or processor, which he believes would lead to        customers, you understand how to make money,
        greater consolidation.                                          save money and control operations, Pucci ex-
                                                                        plained. "This requires an up-front plan and road
        Six degrees of unification                                      map, and then to work backwards to see how the

        As he reflected on the "merger mania" of 2017, former Street    partner will further that goal," Huber stated.
        Smarts   columnist  Jeff  Fortney,  Vice  President  of  ISO
              SM
        Channel Management at Clearent LLC, wrote, "It seemed           4. Structuring the deal: When entering into a de-
        we couldn't go more than two months without hearing             finitive agreement, Huber recommends having
        about another sale or merger. These announcements               an attorney well-versed in payments thoroughly
        usually follow a similar pattern: reference the synergy         review proposed terms and conditions. "Many
        of the two companies, talk about how the acquirer saw           agreements have obligations that simply are not
        opportunity to expand into a specific niche and then,           possible," he stated. "And in many circumstances,
        finally, share a projected close date (which usually falls      it does not matter what the agreement states be-
        two to four months into the future)."                           cause the party that controls the cash flow has su-
                                                                        perior bargaining power."
        Fortney's article "Don't let acquisitions catch you off guard"
        appeared Jan. 8, 2018, in issue 18:01:01 of The Green Sheet,    McCrohan said making the numbers work is im-
        two months before Clearent was acquired by a private            perative. "Avoid making any revenue synergy
        equity firm. While no two mergers are completely alike,         assumptions in the deal model," he added. "Cost
                                                                        synergies should take into consideration natural

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