The complexity of cross-dealing in M&A deals

As the global financial services industry undergoes drastic transformations, mergers and acquisitions (M&A) deals are becoming increasingly complex, with innovative transaction structures to optimize value for stakeholders. One of the prominent structures is cross-trading, in which parties simultaneously make the purchase and sale of assets or shares in order to achieve strategic objectives. The deal between Fidelity National Information Services, Inc. (FIS) and Global Payments Inc. is a good example of cross-trading, with a total transaction value of more than $37 billion[1]. This transaction not only reshapes the business portfolios of the two giants in the payment processing industry, but also clearly illustrates the complexity and sophistication of the cross-transaction structure in M&A.

1. Trading overview

1.1. Parties to the transaction

• Fidelity National Information Services, Inc. (FIS): One of the world's leading companies in the financial technology sector, providing payment processing, risk management, and banking solutions. FIS owned a stake in Worldpay, a global e-commerce payment platform, prior to the transaction.
• Worldpay Holdco, LLC: The entity that owns the Worldpay platform, one of the world's largest payment processing companies, FIS owns a stake in Worldpay.
• Global Payments Inc.: As a global payment and software services provider, it owns Total System Services LLC (TSYS), the operator of the Issuer Solutions business, which provides credit and debit card processing services to financial institutions.
• Total System Services LLC: The legal entity representing  Global Payments' Issuer Solutions business  , which includes subsidiaries such as TSYS Advisors, Inc. and NetSpend Holdings.

The transaction comes as the financial services industry is under pressure from stiff competition, the emergence of fintech companies, and the need for technological innovation. Both FIS and Global Payments seek to restructure their business portfolios to focus on core areas, optimize costs, and enhance competitiveness in the new landscape.

2.2. Trading Structure

The transaction agreement signed on April 17, 2025 stipulates two main transactions, designed as a cross-sectional, multi-tiered and complex structure[2]. The transaction design shows that this transaction is very cleverly calculated by the parties in order to balance the benefits, obligations and above all achieve the true wishes of all parties involved after the transaction is completed.

Deal 1. FIS buys Issuer Solutions:

FIS acquires a 100% stake in Total System Services LLC from Global Payments.

• The enterprise value of this transaction was $13.5 billion, adjusted based on working capital, cash, and debt at the time of closing.
• For this transaction, FIS will make payments including:
  1. FIS sells its entire stake in Worldpay to Global Payments.
  2. Pay the remainder of the purchase price in cash, with a portion financed through debt.

Deal 2. Global Payments buys Worldpay:

Global Payments purchased FIS's stake in Worldpay, and signed a separate agreement (GTCR Transaction Agreement) with GTCR W Aggregator L.P. and other parties to purchase the remaining 100% stake in Worldpay. Worldpay's enterprise value is $24.25 billion, with FIS expected to receive about $6.6 billion (before tax) from the sale of shares.

This cross-structure is characterized by interdependence: The FIS Agreement and the GTCR Agreement are cross-conditional, meaning that if either is canceled, both will terminate. This creates a complex web of legal, financial, and operational commitments.

2. Crossover trading structure analysis

2.1. Features of cross-trading

A cross transaction is a form of M&A in which the parties simultaneously buy and sell assets or shares, rather than making a single purchase or sale. In the case of FIS and Global Payments, this structure has the following characteristics:

1. Symmetry

FIS sells Worldpay in exchange for cash and buys Issuer Solutions, while Global Payments sells Issuer Solutions in exchange for Worldpay and cash. This symmetry helps balance the strategic and financial interests of both parties.

2. Cross-dependencies

The completion of the transaction by FIS is subject to the GTCR Agreement, and vice versa. This ensures that both sides achieve their strategic objectives, but also increases the risk if either agreement fails.

3. Financial Optimization

FIS used the cash from the sale of Worldpay to ease the need for debt financing, while Global Payments leveraged the value of Issuer Solutions to strengthen its position in the e-commerce payments sector through Worldpay.

2.2. Strategic motivation

This cross-trading structure is made possible by the promotion of strategic dynamics as follows:

First, reshaping the business portfolio

FIS focuses on Issuer Solutions, which is in line with the company's strengths in providing services to traditional financial institutions. The sale of Worldpay helps FIS eliminate a highly competitive business segment in the field of e-commerce payments.

Global Payments strengthens its position in the global payments space by taking full ownership of Worldpay, a platform that scales and meets the needs of e-commerce businesses.

Second, optimize financial efficiency

The transaction allows both companies to use existing assets to finance the acquisition, alleviating financial pressure. FIS received about $6.6 billion from Worldpay to pay part of the purchase price of Issuer Solutions, while Global Payments used the value of Issuer Solutions to finance Worldpay.

Third, minimizing competitive risks

The non-compete and non-entanglement clauses in the Transaction Agreement ensure that FIS and Global Payments do not encroach on each other's core areas after the transaction, creating a clear separation in business strategy. This is one of the important agreements that help the parties achieve their desired goals after closing the transaction.

2.3. Legal and operational factors

This cross-transaction structure comes with many complex legal and operational factors that the parties involved in the transaction must implement or ensure execution.

Firstly, restructuring before closing the transaction

Global Payments must restructure to ensure Total System Services LLC owns all assets and liabilities related to Issuer Solutions. This process includes the transfer of assets, contracts, and employees, requiring close coordination between legal and operational teams.

Second, obtain the approval of the regulatory authorities

Transactions need to be approved by U.S. and international regulators in accordance with antitrust (economic concentration in accordance with Vietnamese law), foreign direct investment, and financial services. This process could take up to several years (the transaction is expected to reach full approval in June 2027). The parties to the transaction also agreed that the transaction could be renewed twice, each for an additional 6 months.

Thirdly, commitments and guarantees

The Agreement includes detailed commitments and guarantees from both FIS and Global Payments regarding the financial, legal, and operational health of Issuer Solutions and Worldpay. Accompanying Disclosure Schedules provide information on exceptions, helping to minimize the risk of post-trade disputes. These are very important regulations so that the parties can commit and declare to the rest of the transaction about their transparency and goodwill when entering into a complex transaction that can last for many years. This regulation also allows relevant parties to have more space to negotiate, minimizing unnecessary disputes in a transaction of great value and complexity.

Fourth, personnel transfer

The transaction also entails the transfer of a large number of personnel from Global Payments to FIS, with commitments to maintain salaries, benefits, and working conditions. This requires strict compliance with local and international labor regulations. The handling of HR issues also requires a team of lawyers to control and negotiate well so that this process can take place smoothly and smoothly. Because personnel issues are also one of the factors that easily lead to disputes and become a barrier for transactions to be completed soon as desired by the parties involved.

3. Risks and challenges of cross trading

Despite the many benefits, the cross-trading structure in this deal also faces significant risks and challenges. These risks can be legal, financial, and operational risks.

3.1. Legal risks

One of the biggest legal risks to cross-trading, especially in large transactions, is the approval decision of regulators. When reviewing the transaction, the regulator may request divestment or impose restrictions to ensure fair competition and anti-monopoly after the transaction is completed. This can delay or force the parties to cancel the transaction. Besides, breaches of undertakings or warranties (such as inaccurate financial statements, undisclosed liabilities) may lead to legal disputes after the transaction. The indemnification provisions in the Transaction Agreement are designed to mitigate this risk, but the possibility of litigation during and after the transaction is also entirely possible.

3.2. Financial risk

In this transaction, it can be seen that FIS relies on debt financing to pay part of the purchase price of Issuer Solutions. Volatility in the credit market or rising interest rates can increase financing costs or make it difficult to secure financing. Another financial risk is that the purchase prices of both Issuer Solutions and Worldpay are adjusted based on working capital, cash, and debt. Disagreements over calculation methods or financial statements can lead to disputes, complicating the process of closing a trade.

3.3. Operational risks

One of the significant risks of this transaction is the integration of the business. To complete the transaction, FIS must integrate Issuer Solutions into its current operations, a process that may be difficult due to differences in technology, corporate culture, or business processes. Similarly, Global Payments also faces the challenge of integrating Worldpay. In the Vietnamese market, the risk of post-transaction operation between AEON Financial Services and SeABank has pushed the transaction to a dispute even though the transaction has been completed earlier[3].  Besides, issues such as cybersecurity, information technology disruptions, or non-compliance with payment network requirements that can reduce the value of the purchased business are also a risk to this transaction.

4. Meaning of cross-trading

It can be seen that cross-trading requires the parties involved to perform many different obligations. However, cross trading has many important strategic implications. Considering the transaction between FIS and Global Payments, we can see that cross-trading can strengthen the position of the participants. FIS strengthens its position in the traditional financial services segment through Issuer Solutions, while Global Payments expands its e-commerce payment processing capabilities with Worldpay. This separation helps both companies focus resources on areas of competitive advantage. In addition, the cross-transaction structure allows both companies to use existing assets to finance acquisitions, alleviate financial pressures, and optimize their balance sheets. In addition, cross-trading also helps parties strengthen their competitiveness. As in this transaction, with the support of Worldpay, Global Payments can compete more strongly with competitors such as PayPal, Stripe, and Square. Meanwhile, FIS can leverage Issuer Solutions to expand relationships with banks and financial institutions.

The M&A between FIS and Global Payments is a prime example of how large companies in the financial services industry use cross-transaction structures to achieve strategic objectives. With a total enterprise value of more than $37 billion, the transaction not only reshapes the business portfolios of the two companies, but also illustrates the complexity and sophistication of modern M&A deals. From pre-closing restructuring to management approval requirements, from financial risk management to post-transaction business integration, this deal requires close coordination and clear strategy from all stakeholders.

Cross-transaction structures, with their symmetry and interdependence, provide opportunities for value optimization but also come with a variety of legal, financial, and operational risks. In an ever-changing financial world, the ability to design and execute complex transaction structures such as cross-trading will continue to be key to creating sustainable value. This once again shows the importance and core role of lawyers and law firms in complex transactions.

Lawyer Nguyen Van Phuc

HM&P Law Firm