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Payment volume is not the whole deal: why buyers pay for capability

Payment volume is not the whole deal: why buyers pay for capability

Three payment deals show why buyers look beyond volume to contracts, customers and capabilities they cannot reproduce quickly.

Deal craft Valuation
By Rodolfo Basilio 8 min read 10 September 2026

Three payment-company acquisition agreements announced on 25 and 26 August 2026 share one useful feature. Each buyer named something the target could already do that would extend its business.

Nayax targeted smart-parking hardware, software and customer access. Basware targeted payment-fraud prevention. Priority Commerce targeted specialist payment software and a route into the public sector.

Payment volume still matters. It can show demand and help produce revenue. But it does not explain why a buyer should purchase a company instead of building, partnering or selling to similar customers.

These announcements do not prove a market-wide rule. None concerns a UK small payment institution (SPI) or authorised payment institution (API). They illustrate buyer reasoning, not UK payment-institution valuations.

The practical test for an SPI or API owner is clear. Name what the buyer receives, prove that it works, show why it is hard to reproduce, confirm that it transfers and explain how it fits the buyer.

What is a payment-company acquisition?

A payment-company acquisition happens when one business buys another business involved in payments. The buyer may want its customers, contracts, staff, technology, regulatory permissions or commercial relationships.

A capability is something the target can already do reliably that the buyer wants to own. Examples include access to a customer group, a working payment product, specialist staff, contracts, a corridor or a regulatory permission.

Payment volume is different. It is the total value of payments moving through the business. It is not the amount of revenue or profit the business keeps.

Buyers need to know what creates the volume, what keeps it there and what would remain after ownership changes.

What do three payment deals show?

The targets and markets differ. Each buyer still named a capability that could extend its current business.

Nayax and IPS Group: more than processing volume

On 25 August 2026, Nayax announced a definitive agreement to acquire IPS Group for $350 million in cash. Nayax described the combination as its payment infrastructure and global distribution working with IPS’s smart-parking hardware and software.

Nayax estimates that IPS will generate more than $90 million in revenue in 2026, with more than 60% recurring revenue and about $21 million in adjusted EBITDA. Adjusted EBITDA measures operating earnings after removing certain costs. These figures are estimates, not completed results.

The $350 million price represents about 17 times estimated 2026 adjusted EBITDA. Nayax says the multiple falls to about 12 times if more than $8 million in forecast run-rate adjusted EBITDA benefits expected by 2029 are included.

The $350 million is the announced price. Both multiples depend on estimates. The lower one also depends on future benefits from processing, international expansion and cross-selling.

The deal shows why volume becomes more meaningful when a buyer has a clear plan for it. It does not provide a general multiple for payment companies or UK payment institutions.

Basware and Trustpair: adding protection before payment

On 26 August 2026, Basware and Trustpair’s shareholders announced a binding agreement under which Basware is to acquire Trustpair.

Basware manages invoice processes. Trustpair checks that payment details belong to the intended supplier before money is sent. Basware said the proposed acquisition would extend its invoice controls into payment-fraud prevention.

Trustpair is intended to keep operating and selling independently as a Basware company after completion. This is the plan, not proof that every part will transfer without difficulty.

The relevant point for a seller is the gap being filled. Basware did not describe the deal as a purchase of payment volume. It described a specific control that extends what it already provides.

Priority Commerce and IntelliPay: buying a route into a sector

Also on 26 August 2026, Priority Commerce announced an agreement to acquire IntelliPay. IntelliPay provides payment software to government agencies, education providers and healthcare organisations.

Priority said the acquisition would establish Priority Commerce Government and extend its business into the public sector. It also described IntelliPay as a longstanding partner.

An existing relationship may give a buyer a clearer view of the target’s work and customers. The announcement does not disclose a deal price.

Priority forecasts that the new business will add a little over $4 million in revenue for the remaining part of 2026. This is not IntelliPay’s annual revenue, valuation or purchase price.

For an SPI or API seller, the lesson is not that every partner will become a buyer. It is that a buyer list can begin with organisations that already understand and need the capability.

Why is payment volume not the whole deal?

Payment volume tells a buyer how much money passes through the business. It does not answer five other questions:

  1. How much revenue and profit does that volume produce?
  2. Why do customers choose the business?
  3. Are customers contracted and likely to remain?
  4. Who owns the technology, contracts and relationships behind the activity?
  5. What changes when the business has a new owner?

Two companies can process a similar amount but offer different value to one buyer. One may have stable contracts and sector access. Another may depend on one customer or employee.

Volume is evidence of activity. Capability explains what produces that activity and why a particular buyer may want to own it.

How can a seller test whether a capability is valuable?

Use one five-part test before approaching buyers.

1. Make it specific

State what the buyer can do after the acquisition that it cannot do today. “We process payments” is too broad. Name the customer group, payment function, permission, contract base, team or relationship.

2. Show why it is hard to reproduce

Compare buying with building, partnering or winning the same customers through sales. A capability is less persuasive if the buyer can reproduce it cheaply and quickly.

3. Prove that it works

Use current contracts, customer retention, actual usage, net revenue, gross profit and service performance. A plan shows intent. Evidence shows what exists now.

4. Confirm that it transfers

Check ownership and change-of-control terms. Identify important staff, suppliers, banks and customers. A capability loses value if the buyer cannot keep the rights, people or relationships needed to operate it.

5. Explain how it fits the buyer

Show what the buyer must connect, retain or change. A useful capability can still be a poor purchase if the cost or dependence is too high.

This test is a recommendation from Vertice Fintech. The three public announcements support the reasoning, but they do not prove that capability always matters more than volume.

When does payment volume still matter?

Payment volume matters when it helps a buyer understand demand, operating scale and financial performance. It becomes more useful when connected to clear revenue, margin, customer retention and manageable concentration.

Nayax’s announcement gives a clear example. It links part of its forecast benefit to moving IPS payment volume onto Nayax infrastructure. The volume matters because the buyer has stated how it expects to use it. The benefit remains a forecast until it is achieved.

A seller should therefore present volume with its commercial context. Show who creates it, how much the business keeps, how stable it is and what the buyer can do with it.

What evidence should an SPI or API seller prepare?

Prepare a short proof pack that supports each part of the capability claim. Useful evidence can include:

  • signed customer and partner contracts;
  • customer retention, usage and concentration data;
  • net revenue, gross profit and cost records;
  • ownership records for software and other key rights;
  • system and payment-flow maps;
  • terms covering assignment or change of control;
  • roles and retention plans for important staff; and
  • the status of relevant permissions, banking and safeguarding relationships.

Make every dependence visible. If one customer, employee, bank or supplier is essential, explain the plan. A known risk can be examined and priced.

Match the proof pack to the buyer. Public-sector contracts may matter greatly to one buyer and little to another. Start with a capability gap, not company size alone.

What is the practical lesson for UK payment institutions?

The deals describe acquisition value in plain terms. Nayax named smart-parking hardware, software and distribution. Basware named payment-fraud prevention. Priority named specialist software and entry into public-sector payments.

An SPI or API owner should make the same type of case. State the capability. Prove it. Show that it can survive new ownership. Then approach buyers with a reason to value it.

Payment volume supports the story. It should not be the whole story.

Considering buying or selling an SPI or API? Talk to Rodolfo · 10 min.

Frequently asked questions

What is a payment-company acquisition?

It is a transaction in which one business buys another business involved in payments. The buyer may want its customers, contracts, staff, technology, regulatory permissions or commercial relationships.

What is a capability in a payments business?

A capability is something the business can already do reliably that a buyer wants to own. Examples include serving a specialist customer group, operating a working payment product, holding relevant permissions or maintaining valuable contracts and relationships.

Does payment volume affect the value of a payment company?

Yes, but volume needs context. A buyer will also examine the revenue and profit behind it, customer concentration, contract terms, retention and dependence on other companies. Volume alone does not show what the buyer will keep after completion.

Which capabilities may attract an SPI or API buyer?

The answer depends on the buyer. Relevant capabilities may include access to a specialist customer group, working integrations, experienced staff, useful permissions, valuable contracts or strong banking and distribution relationships. Each claim needs current proof.

Is FCA registration or authorisation enough on its own?

No. A buyer will also examine the business activity, regulatory record, finances, staff, systems, customers and banking arrangements. Registration or authorisation may matter, but it does not remove commercial, regulatory or transfer risk.

How can a seller prove that a capability is real?

Use contracts, customer data, actual usage, financial records, ownership documents and system information. The evidence should show what exists, who controls it and what must remain in place after the company changes ownership.

How should a buyer test whether a capability will survive the acquisition?

Check ownership, contract terms, staff dependence, customer concentration and required third-party relationships. The buyer should know what may change at completion and what it must retain for the capability to keep working.

Sources

Rodolfo Basilio · Founder, Vertice Fintech
Portrait
Rodolfo Basilio
Founder, Vertice Fintech
London · 2026
About Rodolfo

Inside the UK fintech regime, since 2007.

Rodolfo Basilio has been in the UK fintech business since 2007, operating inside the same regulatory regime he now advises on. He founded Angra in 2010 and exited in 2022. He co-founded Remitec in 2018 and exited in 2022. Vertice Fintech is where that operator experience is now put to work for a small number of vendors and acquirers each year.

"The best transactions look boring on the outside. That is the point."

Rodolfo Basilio · Founder, Vertice Fintech
Founded
Vertice, 2007 · London
Prior
Angra · Remitec
Remit
SPI · API · EMI
Based
London · FCA regime
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