TMX Group Limited (TMX Group) today announced it has agreed to acquire the remaining approximately 78% of the common units of VettaFi Holdings LLC (VettaFi), a leading US-based, indexing, digital distribution, analytics and thought leadership company, for US$848 million ($1.15 billion*).
This brings the total amount to be paid for full ownership to US$1.03 billion ($1.40 billion*), which includes the strategic investments TMX Group made in VettaFi in the first half of 2023 for approximately 22% of the common units.
"The acquisition of VettaFi will add a dynamic new component to our growing information business, with an exciting set of capabilities and a visionary, innovative team committed to client success," said John McKenzie, Chief Executive Officer, TMX Group. "The experience of working together this year has confirmed that TMX and VettaFi are a powerful combination and a tremendous culture fit. Moving forward, the addition of VettaFi increases the depth and value of data-driven insights we provide to clients, expands our digital expertise and enriches our industry-leading support for ETF issuers. From a strategic standpoint, this acquisition accelerates TMX's long-term global expansion, and increases the proportion of revenue derived from our Global Solutions, Insights and Analytics division, and from recurring sources."
VettaFi provides a comprehensive suite of global indices through its index factory, robust ETF services including ETF trends and analytics, a global ETF database, and digital distribution. In addition to providing interactive online tools and research, VettaFi offers asset managers an array of indexing and digital distribution solutions to innovate and scale their businesses. Mr. McKenzie and Jay Rajarathinam, Chief Operating Officer, TMX Group, currently sit on the VettaFi Board of Directors.
"Early on in our relationship with TMX Group it became clear that not only did we have complementary products and solutions, but our companies also have complementary cultures rooted in like-minded values and ambitious vision," said Leland Clemons, Chief Executive Officer, VettaFi. "Both companies place a premium on putting the client first and moving opportunity into action. I am excited for VettaFi's clients, partners and employees as we begin this next chapter. Together, we will make markets and each other better."
"Today marks an exciting chapter in VettaFi's transformation and is a testament to the leadership team's client focus and commitment to relentless innovation," said Andrew Feller, Managing Partner of Aretex Capital Partners. "We have enjoyed working side-by-side with the team to recruit top financial services and technology talent to better serve the asset management community and its broader ecosystem."
Summary financial details:
• 80%+ recurring revenues over the LTM through September 30, 2023**
• Implied total valuation net of expected tax benefit of 15.4x 2024E adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA). We expect a tax benefit with a net present value of approximately US$170 million ($231 million*), primarily representing amortizable acquired goodwill and intangibles**
• The transaction is expected to be accretive to adjusted earnings per share*** in year one, excluding any synergies
• Transaction is expected to be financed with committed bank debt up to US$1.0 billion ($1.36 billion*) in term loans with US$600 million ($814 million*), up to US$200 million ($271 million*) and US$200 million ($271 million*) maturing 12, 18 and 24 months from closing, respectively; with leverage ratio of approximately 3.5x after closing and repayment of VettaFi debt, with plans to return to target leverage range two years post-close
• TMX to assume US$100 million ($136 million*) of VettaFi debt which we plan to retire with funds made available to TMX under new term loan
• VettaFi will be included in TMX's Global Solutions, Insights & Analytics segment
Completion of this transaction is expected in January 2024, subject to customary closing conditions.
Evercore served as exclusive financial advisor to TMX Group, and WilmerHale LLP acted as legal counsel to TMX Group. National Bank of Canada, The Toronto-Dominion Bank and Bank of Montreal are providing the new committed credit facilities to TMX Group. Barclays served as exclusive financial advisor to VettaFi, and Ropes & Gray LLP acted as legal counsel to VettaFi.