Key Takeaways
- A spike in trading activity and recovering asset prices led to a strong earnings performance for the financial market infrastructure sector in the first half of 2020.
- Assuming June and July's market trends persist, we expect sector earnings to soften in the second half but remain resilient, with strong cash flow generation for most players.
- Disciplined financial risk appetite remains a generally supportive feature in the sector, but the completion of two large acquisitions will likely push sector leverage higher by year-end.
- Our negative outlook bias for the sector continues to reflect idiosyncratic downgrade risks.
FMIs Have Navigated Market Volatility Well
At the turn of the year, we wrote in our 2020 outlook for the global financial market infrastructure sector that we expected "volatility to remain relatively muted, leading to continued low trading volumes in many asset classes, notably equities." Little did we know that within a couple of months the COVID-19 pandemic would spur a bout of extraordinary volatility and record volumes amid the extraordinary market gyrations of March and April. Equity, credit, and oil markets were briefly in free-fall, and money and repo markets fought off bouts of massive stress. Volatility has since subsided but remains elevated, and asset prices have substantially recovered. It was a rollercoaster ride for risk managers and operational staff at clearinghouses, also known as central counterparties or CCPs. (See "Global FMI Sector Outlook 2020: More Consolidation Amid Flatlined Markets And Low Growth," published on Jan. 17, 2020, and "So Far, So Good For Clearinghouses Despite Oil And COVID-19 Market Volatility," April 16, 2020).
Chart 1
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Chart 3
Chart 4
Chart 5
Chart 6
Chart 7
Chart 8
For the FMIs in the payments industry, the lockdown-induced collapse in household and business spending broke years of untrammeled volume growth, spurred by the unrelenting shift from cash to electronic payments (see chart 8 above). Only PayPal bucked this trend, thanks to its bias toward online payments.
Strong First-Half Volumes And Earnings Are Unlikely To Be Repeated
As FMIs' earnings have shown, the sector has so far proved operationally resilient, and the high market volumes seen in many asset classes provided a welcome fillip for industry revenues after years of cyclically low trading activity. Whereas equity and commodity volumes were generally strong, interest rates were the principal weak spot after cuts in policy rates--particularly the March cut in the Fed Funds rate, which followed a series of cuts in the second half of 2019. Dollar-sensitive trading volumes and net interest margins consequently suffered in the second quarter and will very likely continue to do so. In our view, the diverging trends across asset classes reinforce our view that diverse revenue streams--particularly by asset class--and a substantial share of recurring revenues are two features that underpin FMI creditworthiness.
Given the risk of delays and setbacks in the global economic recovery and ongoing political tensions, we do not discount further bouts of high volatility and asset price falls in the second half of 2020. However, our economists' macroeconomic base case is one of global recovery that will stretch out into 2022 amid a rock-bottom interest rate environment (see tables 1a and 1b). Our FMI sector base case is that market activity and asset prices will follow the trends seen in June and July. As such, we see the spike in FMIs' revenues in the March-May period as unlikely to recur, likely leaving full-year earnings typically only moderately ahead of our expectations at the start of the year. Indeed, we see a year-on-year decline in volumes in the second quarter and the so-so outlook as one reason why the stock price for CME Group has since March failed to see the strong rebound of other FMIs (see chart 9). The at-best modest cyclical support for volumes means that FMIs' execution of their organic and acquisitive growth initiatives will remain a critical driver of earnings growth, whether in 2020 or 2021.
Table 1a
Real GDP Growth | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
(%) | 2019 | 2020f | 2021f | 2022f | ||||||
U.S. | 2.3 | (5.0) | 5.2 | 3.0 | ||||||
Germany | 0.6 | (6.2) | 4.4 | 2.6 | ||||||
France | 1.5 | (9.5) | 6.8 | 3.1 | ||||||
Italy | 0.3 | (9.5) | 5.3 | 2.3 | ||||||
Spain | 2.0 | (9.8) | 6.8 | 3.8 | ||||||
Eurozone | 1.2 | (7.8) | 5.5 | 2.9 | ||||||
U.K. | 1.4 | (8.1) | 6.5 | 2.6 | ||||||
Switzerland | 1.0 | (6.3) | 4.6 | 3.4 | ||||||
Brazil | 1.1 | (7.0) | 3.5 | 3.3 | ||||||
Australia | 1.8 | (4.0) | 5.3 | 3.1 | ||||||
China | 6.1 | 1.2 | 7.4 | 4.7 | ||||||
Singapore | 0.7 | (5.0) | 6.7 | 2.5 | ||||||
World | 2.8 | (3.8) | 5.3 | 4.0 | ||||||
Sources: S&P Global Ratings Credit Conditions reports, published June 30, 2020. f--Forecast. |
Table 1b
Policy Interest Rates | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
(%) | 2019 | 2020f | 2021f | 2022f | ||||||
U.S. (Fed)§ | 1.5-1.75 | 0.0-0.25 | 0.0-0.25 | 0.0-0.25 | ||||||
Eurozone (ECB)* | (0.4) | (0.5) | (0.5) | (0.5) | ||||||
U.K. (BoE) | 0.8 | 0.2 | 0.1 | 0.2 | ||||||
Switzerland (SNB) | (0.8) | (0.8) | (0.8) | (0.8) | ||||||
Brazil | 4.5 | 2.3 | 3.5 | 4.5 | ||||||
Australia (RBA) | 0.8 | 0.7 | 0.7 | 0.7 | ||||||
*Deposit rate. §Fed Funds target rate. f--Forecast. Sources: S&P Global Ratings Credit Conditions reports, published June 30, 2020. |
Chart 9
The Sector Is Well Placed, Even If Debt Markets Snap Shut
Buoyed by strong creditworthiness, leading FMIs have continued to demonstrate their strength in the debt markets. After a brief market shutdown in mid-March, Mastercard and Visa led the way, issuing debt to bolster liquid resources (see table 2). Euronext and very recently Intercontinental Exchange (ICE) have come to market to finance acquisitions, of VP Securities and Ellie Mae, respectively.
Across the sector's issuance, we see two notable features: the typical long maturities, as U.S. FMIs in particular took full advantage of low policy rates; and the ability of FMI issuers from across the investment-grade spectrum to find strong investor appetite.
Table 2
Debt Issuance By Rated FMIs, 2020 Year To Date | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Rating Date | Company | Issue credit rating | Instrument | Purpose | ||||||
02/10/2020 |
Nasdaq Inc. |
BBB | EUR600 million senior unsecured notes due 2030 | Refinancing of existing debt, and general corporate purposes | ||||||
03/24/2020 |
Mastercard Inc. |
A+ | USD1.0 billion 3.30% senior unsecured notes due 2027; USD1.5 billion 3.35% senior unsecured notes due 2030; USD1.5 billion 3.85% senior unsecured notes due 2050 | Expansion of cash resources / general corporate purposes | ||||||
03/31/2020 |
Visa Inc. |
AA- | USD1.5 billion 1.9% senior unsecured notes due 2027; USD1.5 billion 2.05% senior unsecured notes due 2030; USD1.0 billion 2.7% senior unsecured notes due 2040 | Expansion of cash resources / general corporate purposes | ||||||
04/23/2020 | Nasdaq Inc. | BBB | USD500 million senior unsecured notes due 2050 | Repayment of short-term debt, including some of its March 2020 draw on its RCF | ||||||
05/10/2020 |
PayPal Holdings Inc. |
BBB+ | USD1.0 billion 1.35% senior unsecured notes due 2023; USD1.0 billion 1.65% senior unsecured notes due 2025; USD1.0 billion 2.3% senior unsecured notes due 2030; USD1.0 billion 3.25% senior unsecured notes due 2050 | Refinancing of $3bil RCF draw in March 2020, and general corporate purposes | ||||||
05/18/2020 |
Intercontinental Exchange, Inc. |
A | USD1.25 billion senior unsecured notes due 2030; USD1.25 billion senior unsecured notes due 2050 | Refinancing of commercial paper and refinance of December 2020 bond maturity | ||||||
06/08/2020 |
Deutsche Boerse AG |
A+ | EUR600 million 1.25% hybrid due 2047 | Refinancing and tender offer, ahead of February 2021 call date on existing hybrid | ||||||
06/17/2020 |
Euroclear Bank S.A./N.V. |
AA | EUR500 million senior unsecured notes due 2025 | Refinancing of July 2020 maturity | ||||||
06/22/2020 |
Euronext NV |
A- | EUR250 million 1.125% senior unsecured notes due 2029 | Tap issuance, partly used to fund upcoming acquisition of VP Securities | ||||||
08/10/2020 |
Visa Inc. |
AA- |
USD500 million 0.75% senior unsecured notes due 2027; USD1.0 billion 1.1% senior unsecured notes due 2031; USD1.75 billion 2.0% senior unsecured notes due 2050. |
Refinancing of December 2020 bond maturity, and general corporate purposes | ||||||
08/17/2020 |
Intercontinental Exchange, Inc. |
BBB+ | USD1.25 billion floating rate senior unsecured notes due 2023; USD 1.0 billion 0.7% senior unsecured notes due 2023; USD1.5 billion 1.85% senior unsecured notes due 2032; USD1.25 billion 2.65% senior unsecured notes due 2040; USD 1.5 billion 3.0% senior unsecured notes due 2060. | Acquisition finance ahead of completion of Ellie Mae transaction | ||||||
Data as of Aug. 17, 2020. |
Looking ahead, only ICE and VISA have maturities before year-end (both in December) and these were prefinanced already. Next year also is relatively light for maturities (see table 3). What the table misses is London Stock Exchange Group PLC (LSEG)'s planned £22 billion acquisition of Refinitiv and associated plan to issue around £9.5 billion of debt. Furthermore, SIX Group has indicated that it will look to issue term debt to repay the bank financing that it used to complete its June acquisition of BME. Finally, B3's leverage appetite implies that it may issue new term debt after it repaid its July 2020 bond maturity with own cash.
Table 3
Bond And Bank Loan Debt Maturities | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Currency | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | Total As of June 30, 2020 | FX rate* | Total (USD) As of June 30, 2020 | |||||||||||||
B3 S.A - Brasil, Bolsa, Balcao | BRL | 1,200 |
1,200 |
0.18 |
216 | |||||||||||||||||
USD |
50 |
50 | 1.00 | 50 | ||||||||||||||||||
CME Group Inc. | USD | 750 | 2,700 | 3,450 | 1.00 | 3,450 | ||||||||||||||||
EUR | 15 | 15 |
1.12 |
17 | ||||||||||||||||||
CBOE Global Markets, Inc. | USD |
300 |
650 | 950 | 1.00 | 950 | ||||||||||||||||
Depository Trust & Clearing Corporation (The) | USD |
400 |
400 | 1.00 | 400 | |||||||||||||||||
Deutsche Boerse AG | EUR | 600 |
2,007 |
2,607 |
1.12 |
2,920 | ||||||||||||||||
Euroclear Group | EUR |
500 |
500 |
500 |
1,800 |
3,300 |
1.12 |
3,696 | ||||||||||||||
GBP | 325 | 325 |
1.23 |
400 | ||||||||||||||||||
Euronext N.V. | EUR |
1,250 |
1,250 |
1.12 |
1,400 | |||||||||||||||||
Intercontinental Exchange, Inc. | USD | 1,250 | 500 | 3,450 | 10,350 | 15,550 | 1.00 | 15,550 | ||||||||||||||
Liquidnet Holdings, Inc. | USD |
120 |
120 | 1.00 | 120 | |||||||||||||||||
London Stock Exchange Group PLC | GBP | 300 | 300 |
1.23 |
369 | |||||||||||||||||
EUR | 500 | 1,000 | 1,500 |
1.12 |
1,680 | |||||||||||||||||
Mastercard Inc. | USD | 650 | 1,000 | 9,100 | 10,750 | 1.00 | 10,750 | |||||||||||||||
EUR | 700 | 950 | 1,650 |
1.12 |
1,848 | |||||||||||||||||
Nasdaq Inc. | USD |
500 |
500 |
1,000 | 1.00 | 1,000 | ||||||||||||||||
EUR |
600 |
600 |
1,200 |
2,400 |
1.12 |
2,688 | ||||||||||||||||
PayPal Holdings Inc. | USD | 1,000 | 1,000 | 1,250 | 5,750 | 9,000 | 1.00 | 9,000 | ||||||||||||||
Visa Inc. | USD | 3,000 | 3,250 | 16,250 | 22,500 | 1.00 | 22,500 | |||||||||||||||
Total in USD | 79,003 | |||||||||||||||||||||
Note: Data as of Aug. 17, 2020. The table does not capture commercial paper, certificates of deposit or RCF drawings. Data excludes Intercontinental Exchange Inc.'s ongoing offering of about $5 billion of senior debt across various maturities. *Foreign exchange rate as of June 30, 2020; source: oanda.com. |
Industry Negative Bias Remains Due To Idiosyncratic Risk, Notably Debt-Financed Acquisitions
In the first half, our rating activity for the FMI sector was the lightest among all bank and nonbank financial institutions sectors (see table 2). The negative bias to our ratings on FMIs is unrelated to the current environment (see chart 1). One reason why we see the sector as having low industry risk is that, overall, sector earnings show quite high resilience even in a cyclical downturn. We continue to expect sector credit quality to remain generally robust, thanks to resilient earnings, general low leverage, low debt servicing costs, and unimpeded access to debt markets.
Table 4
FMI Rating And Outlook Actions 2020 Year To Date | ||||
---|---|---|---|---|
Company | From | To | Date | Rationale |
Asigna Compensacion y Liquidacion | BBB+/Stable/A-2 | BBB+/Negative/A-2 | 03/27/2020 | Action followed the downgrade of the Mexico foreign currency sovereign rating to BBB. Asigna is now rated one notch above the sovereign as it passes our stress test, but we revised the outlook to Negative to match that on the sovereign. |
B3 S.A. Brasil, Bolsa, Balcao | BB-/Positive/B | BB-/Stable/B | 04/07/2020 | Outlook revised to Stable following same action on Brazilian sovereign rating |
PayPal Holdings , Inc. | BBB+/Stable/A-2 | BBB+/Positive/A-2 | 06/16/2020 | Outlook revised to Positive after resilient earnings and continued strong secular growth in electronic payments. |
SIX Group AG | A+/Stable/A-1+ | A/Stable/A-1 | 06/17/2020 | Nonoperating holding company (NOHC) ratings were lowered after acquisition of BME consumed its liquid resources, increased leverage. Rating is now one notch below the a+ GCP, aligned with our approach for its FMI NOHC peers. |
Bolsas y Mercados Espanoles Sociedad Holding de Mercados y Sistemas Financieros S.A | A-/Stable/-- | A-/Stable/-- | 06/17/2020 | Ratings affirmed after acquisition by SIX Group |
Intercontinental Exchange Inc. | A/Stable/A-1 | BBB+/Negative/A-2 | 08/10/2020 | Downgrade due to the significantly higher leverage that the company will assume to complete its acquisition of Ellie Mae. |
Chart 10
However, the sector remains hugely acquisitive, and in the past few years sector leverage has crept up--whether in support of in-market consolidation (such as that pursued by Euronext NV and SIX Group) or growth in ancillary lines of business (such as for ICE and LSEG). Indeed, the huge amount of additional leverage that ICE and LSEG are willing to take on demonstrates again the marked difference in financial risk appetite across the sector. Idiosyncratic pressures continue to underlie our negative outlooks on Options Clearing Corp. (OCC), Cboe Global Markets, and Liquidnet. The sole positive outlook, on PayPal, reflects in part its strong countercyclical performance, but more importantly our view of its strong secular growth prospects and likely sustained low leverage.
Looking beyond this relatively benign base-case cyclical scenario for FMI revenues, a more negative macro scenario remains possible where global economic growth stagnates and asset prices fall significantly and remain depressed. The effect would not be felt evenly across the sector. While trade volumes might briefly spike, as in March and April, this environment could be distinctly unhelpful for the least diversified FMIs that continue to draw the majority of their income from cash equity listing, trading and settlement activity and, by construction, have limited flexibility to cut costs.
Aside from PayPal, we see very limited upside for ratings in the sector for two reasons. If volumes and revenues outperform for cyclical reasons, it's likely that FMIs would reward shareholders with heightened distributions, rather than further reduce their leverage. Second, growth is likely to support, rather than improve, their already low business risk.
Table 5
Mid-Year Results Report Card | ||||||||
---|---|---|---|---|---|---|---|---|
Company | LT Rating and outlook | Period reported | Comment | |||||
ASX Ltd. | AA-/Stable |
Six months to Dec. 31 |
ASX started its financial year brightly, with revenues up 7% year-on-year and EBITDA up 6%. ASX reports its fiscal 2020 full year earnings on Aug. 20, 2020. However, reported volumes in the six months ended June 30, 2020, are up about 12% from the six months ended Dec. 31, 2019, supported by the significant market volatilty seen in March 2020 in particular. We therefore assume ASX will once again positively grow its revenues, EBITDA and net profit after tax in fiscal 2020, and maintain its EBITDA margin at about its current 77% level. Furthermore, we do not expect ASX to issue debt in the coming year. | |||||
B3 S.A. Brasil, Bolsa, Balcao | BB-/Stable | Six months to June 30 | Our ratings on B3 continue to move in tandem with those on Brazil. While economic conditions weakened in the first half of 2020, high volatility and high trading activity boosted revenues and earnings due to record volumes in derivatives and equities, both in the cash equities market and stock indices future contracts. We expect B3 to continue posting solid results on the second half of the year due to its diversified business model, but lower volumes could slow the pace of its earnings growth. We expect that B3 will be able to maintain its debt-to-EBITDA ratios at or below its target of 1.5x, which implies that it may issue new term debt after it repaid its July 2020 bond maturity with own cash. | |||||
Cboe Global Markets Inc | A-/Negative | Six months to June 30 | Cboe reported record Q2 trading in U.S. cash equities and sustained high volumes in single-name U.S. options, after a very strong Q1. On a constant currency basis, European equities were down 2% on 2019Q2 as market volumes fell back after a strong Q1. Our negative outlook continues to reflect clearing risk after its acquisition of EuroCCP. | |||||
CME Group Inc | AA-/Stable | Six months to June 30 | After a record Q1, CME reported lower ADV in Q2 than 2019Q2 as weaker rates activity offset sustained high equity derivatives volumes. However, first half volumes were overall up 13% on 2019 and net income was 20% ahead. We expect Q2 trends to be indicative of activity through the rest of 2020. | |||||
Deutsche Boerse AG | AA/Stable | Six months to June 30 | Volumes increased rapidly when volatility spiked in March, but softed in Q2 particularly in rates contracts. However, as a whole financial derivatives-traded contracts were up 16% for the first half of 2020, traded cash equities volumes up 40%, and settlement transactions up 55%. This will not persist through the rest of 2020 because volumes have already normalized and low interest rates will weigh on interest income. Acquisitions could take leverage higher from its unusually low level of recent years, but we expect adjusted debt to-EBITDA to remain below 1.75x. | |||||
Euroclear Bank SA/NV | AA/Stable | Six months to June 30 | As for peer Clearstream (a division of Deutsche Boerse), Euroclear saw mixed fortunes in the first half. High cash equity trading activity pushed settlement volumes 20% higher than the year before, but the cut in the Fed funds policy rate crimped banking income by 43%. Assets under custody grew by 4% to €31.1 trillion. Euroclear has guided to a weaker outturn in H2 as settlement volumes will likely fall back to trend, and the full year effect takes hold on banking income. Overall, it expects slightly lower profitability in 2020 versus 2019. Nevertheless, we expect debt-to-EBITDA to remain below 2.5x. | |||||
Euronext NV | A-/Stable | Six months to June 30 | After its June 2019 acquisition of Oslo Bors, Euronext acquired NordPool in the first quarter 2020, and it will imminently acquire VP Securities, the Danish CSD. The group saw strong earnings and cashflows in the first half, thanks to record activity in Q1 and slower but sustained high activity in Q2, relative to the previous year. We expect that S&P Global Ratings adjusted debt to EBITDA will be around 2x for the financial year, thanks also to continued rigorous cost focus. Euronext will likely continue to play an active consolidation role in Europe, where financially-attractive opportunities arise. | |||||
Intercontinental Exchange Inc | BBB+/Negative | Six months to June 30 | After a strong 1Q, derivatives volumes decelerated in 2Q (reflecting weaker energy and European rates) but remained robust across U.S. cash equity and equity options. First half results were solid, with revenues up 15% year over year while net income rose 23%. ICE recently announced its acquisition of Ellie Mae, a provider of cloud-based software for the U.S. mortgage industry, for $11 billion ($9.25 billion in cash and $1.75 billion in equity). While the acquisition supports management's vision of digitizing the mortgage workflow in the U.S and strengthens ICE's already strong business risk profile, the debt burden will weaken the financial risk profile substantially, with pro forma adjusted debt-to-EBITDA ratio forecast at 4.0x at end-2020 and 3.5x by end-2021 (from 2.3x at end-June 2020). | |||||
Liquidnet Holdings Inc. | BB-/Negative | Six months to June 30 | After a weak 2019, COVID-19 related market volatility drove a big rebound in Liquidnet's large-block crossing and algo trade volumes across all geographies in the first quarter of 2020, which sparked a 49% increase in quarterly revenue and almost tripled EBITDA compared to first quarter 2019. We expect revenues to be bolstered by solid volumes in the second quarter, which could lower Liquidnet’s leverage and provide additional cushion above the firm’s 2.5x debt to EBITDA covenant. | |||||
London Stock Exchange Group plc | A/WatchNeg | Six months to June 30 | LSEG saw a strong rise in transaction and clearing volumes, pushing total income 8% higher than in 2019 and adjusted EBITDA up 9%. Reported debt-to-EBITDA leverage was flat on Dec-19 at 1.4%. The CreditWatch placement continues to reflect the substantial rise in group leverage if the Refintiv deal completes (in late 2020). LSEG has indicated that it could possibly part or all of its Italian business if needed to gain regulatory approval for the merger. | |||||
Mastercard Inc | A+/Stable | Six months to June 30 |
The downturn has weighed heavily on Mastercard's revenues and cashflows, with processed transaction well down on 2019, hurt by a steep fall in discretionary spending and cross-border payments. With low leverage and bolstered liquity reserves, we expect the company to remain resilient through the rest of the year, with debt-to-EBITDA likely remaining below 1x even if transaction activity only recovers slowly. |
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NASDAQ Inc. | BBB/Stable | Six months to June 30 | NASDAQ's Q2 results showed that it continues to see growth in its market technology and index services, but the cyclical boost to cash and derivatives equity volumes was the catalyst behind its 24% year-on-year rise in operating income. Reported net debt reduced from $3.1 billion to $2.8 billion in the quarter. Although sigificantly reduced since last year, we still expect that NASDAQ will operate with higher leverage than peers (higher than 2x). | |||||
PayPal Holdings Inc | BBB+/Positive | Six months to June 30 | In contrast to Mastercard and Visa which suffered an overall decline in processing activity, PayPal's heavy bias toward electronic payments lifted its first half earnings, with Q2 its strongest ever quarter. The company has guided to 20% revenue growth for 2020. It continues to use cash for acquisitions, share repurchases and to fund the growth of the loan book, but we expect leverage to remain below 1.0x through end-2021. | |||||
SIX Group AG | A/Stable |
Year to Dec. 31 |
SIX completed its acquisition of 93% of BME in June, using a mix of own resources and short-term bank financing that it plans to term out in the coming months. The group has not yet reported first half earnings, but its exchange volume statistics through July show a 35% year in year rise in transaction volumes that we expect to have buoyed the group's first half net income. | |||||
Visa Inc | AA-/Stable | Nine months to June 30 |
As for peer Mastercard, the downturn has weighed heavly on Visa's revenues and cashflows, with processed transaction well down on 2019, hurt by a steep fall in discretionary spending and cross-border payments. With low leverage and strong liquity reserves, we expect the company to remain resilient through the rest of the year, with debt-to-EBITDA likely remaining below 1x even if transaction activity only recovers slowly. |
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~Intermediate holding company Euroclear Investments SA is rated AA-/Stable. *Constant scope basis, ignoring recent acquisitions. Leverage metrics are on a S&P Global Ratings adjusted basis unless indicated. |
Plenty To Look Out For In The Coming Months
Sector M&A will remain in the headlines
We expect that ICE will move quickly to close its Ellie Mae transaction in September. However, market attention remains centered on the LSEG's Refinitiv deal that was first announced in autumn 2019 and is due to complete around the end of this year. In the context of the European Commission's Phase II review of the transaction, LSEG has commenced exploratory discussions that may result in a sale of LSEG's interest in MTS or potentially the Borsa Italiana group as a whole (see "Bulletin: London Stock Exchange's Potential Italian Assets Sale Could Smooth Path To Refinitiv Deal And Boost Financial Metrics," published July 31, 2020.) While there can be no certainty that LSEG will decide to proceed with a transaction relating to either of these businesses, we expect that they would be attractive to other FMIs or even the Italian state.
Deal integration kicks off
ICE is far from alone in its deal-making. Having now closed their recent acquisitions of VP Securities and BME, respectively, Euronext and SIX will now move to integrate them. SIX anticipates moderate change over the coming year, but Euronext's record with the Irish Stock Exchange, Oslo Børs, and NordPool is one of quite swift progress, and we expect VP Securities to be no different.
Two favorable court rulings haven't eliminated headwinds for U.S. securities exchanges
June was a good month for U.S. exchanges in the federal appeals court: it said that generally applicable market data fees could not be challenged as unfair denials of access under the securities law, and that the Securities & Exchange Commission (SEC) did not have the authority to adopt its transaction fee pilot. However, three headwinds persist--none of them individually game-changing--but together they drag on incumbents' revenues.
- Following SEC approval in January, Cboe is free to launch its "Cboe Market Close"--an end-of-day matching mechanism that crosses buy and sell orders in U.S. stocks at the listing exchange's closing auction prices. This could divert some trading volumes to Cboe from NYSE, NYSE Arca, and Nasdaq, hurting the fees these exchanges earn on their closing auction trades. We expect the overall loss in fees to be (at a maximum) in the low-single digit million dollars on a run-rate basis.
- The SEC has proposed to expand the content of low-cost consolidated market data feeds (the so-called SIPs) to include data that exchanges today bundle in their costlier proprietary data products. While we expect this to lead to some revenue attrition, we note that revenue from SIP market data and proprietary U.S. equity data constitutes only a modest proportion of U.S. security exchanges' total revenues.
- Over the past decade, NASDAQ and NYSE have won a swathe of listings of Chinese companies, but a series of accounting frauds and strained U.S. – Chinese foreign relations have spurred toughened U.S. regulations on foreign companies. In turn, a growing number of U.S.-listed Chinese issuers are making secondary offerings in Hong Kong, and the flow of new Chinese listings in New York will likely slow. For now, this represents a crimped revenue opportunity for these U.S. exchanges—but if it ever came, a wave of delistings of Chinese companies would be worse for revenue. Delisting could be at the choice of the issuer or required by the SEC, for example if issuers don't meet planned stricter regulations on audited financial data. U.S.-listed Chinese companies account for over $1 trillion (or around 3%-4%) of U.S. equity market capitalization. That said, we regard high market quality as supportive of exchanges' long-term franchises.
Brexit nears its conclusion
The U.K. formally left the EU on Jan. 31, 2020, but the real effect comes at end-2020 when the transition period ends and the U.K. leaves the single market and customs union. Within the coming months, the terms of the future UK-EU relationship will be clearer. It remains possible that the two sides will strike a free trade agreement of some kind, but this will not cover financial services--in effect, the outcome is a "hard Brexit" scenario for the industry. At that point, from an EU perspective, U.K.-based FMIs will be treated as third-country institutions, as U.S. FMIs are today. Despite the residual uncertainties, we see the rated FMI groups as relatively well-positioned:
LCH Ltd. and ICE Clear Europe. The European Commission (EC) has long recognized the unique financial stability risks that could arise from disruption in derivatives clearing. On July 9, 2020, it confirmed that it will adopt a time-limited equivalence decision for U.K. CCPs, ahead of a potential long-term recognition deal in 2021. This second step would rely on the implementation of revised recognition arrangements under the EMIR 2.2 regulation (the amended European Market Infrastructure Regulation). Although the scope and framework of regulatory oversight will adjust following this recognition, we expect no meaningful changes to operational arrangements.
London Stock Exchange. EU-based members will still be able to trade all U.K. shares in the U.K. However, for stocks listed on EU exchanges, the LSE would need an EC determination of equivalence under the MiFIR (Markets in Financial Instruments Regulation) Article 23 share trading obligation (STO) to allow EU-based members to continue to trade them in the U.K. The U.K.'s intention to implement MiFID II in U.K. law post-Brexit should in theory make an equivalence decision straightforward, but the EC has not yet confirmed its position.
Euroclear. ESMA has already recognized Euroclear's U.K. entity, Euroclear UK & Ireland (EUI), as a third-country central securities depository (CSD) in accordance with Article 25 of the EU CSD Regulation Central Securities Depositories Regulation). This enables EUI to continue providing its services to EU-based clients. The position is more complex for Euroclear's multicurrency settlement services for Irish securities, which it currently delivers from EUI. However, the EC has granted temporary equivalence to EUI until March 30, 2021, allowing it time to migrate the Irish securities market to Belgium-based Euroclear Bank as the issuer CSD.
A further evolution of CCP and CSD risk practices and regulatory requirements
Globally, CCP and CSD risk management has strengthened markedly in the past five years, in response to regulatory initiatives and in reaction to market developments. Amid these developments, we see four notable trends:
- CCPs' further refinement of risk measurement and management of members' concentrated trading positions--an area of apparent continued divergence among EU CCPs, see "ESMA's Stress Test Gives Clearinghouses Food For Thought," published Aug. 5, 2020.
- CCPs' expanded implementation of Value at Risk-based and expected shortfall-based margining models, such as CME Clearing's planned transition to its SPAN II model.
- Refinement of stressed liquidity requirements on CCPs and international CSDs, notably the modeling of these FMIs' stressed liquidity uses and the adequacy of reliable resources. Options Clearing Corp. is one example, but we see this as a live topic at other FMIs also.
- Finalization of the EU's recovery and resolution rules to CCPs, amid an ongoing debate among CCP stakeholders about a fair split of burden-sharing between CCPs and their members, and regulators' use of intervention or resolution powers.
Related Research
- ESMA's Stress Test Gives Clearinghouses Food For Thought, Aug 05, 2020
- Credit Trends: Global Financing Conditions: Bond Issuance Is Expected To Finish 2020 Up 6% After A Strong Second Quarter, July 27, 2020
- Economic Research: The Global Economy Begins A Slow Mend As COVID-19 Eases Unevenly, July 1, 2020
- Credit Conditions Asia-Pacific: China First To Recover, June 30, 2020
- Credit Conditions Emerging Markets: Slow Recovery, Prevalent Risks, June 30, 2020
- So Far, So Good For Clearinghouses Despite Oil And COVID-19 Market Volatility, April 16, 2020
- Clearinghouses Continue To Up Their Risk Management Game, Jan. 29, 2020
- Global FMI Sector Outlook 2020: More Consolidation Amid Flatlined Markets And Low Growth, Jan. 17, 2020
Annexes
Table 6
Key Credit Metrics For Selected Global FMI Companies | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
--EBITDA Margin (%)-- | --Funds from operations to adjusted debt (%)-- | --Debt to adjusted EBITDA (x)-- | --EBITDA interest coverage (adjusted) (x)-- | |||||||||||||||||||||||
Company | 2018A | 2019A | 2020F | 2018A | 2019A | 2020F | 2018A | 2019A | 2020F | 2018A | 2019A | 2020F | ||||||||||||||
ASX Ltd.* | 77 | 78 | 77 | N.M. | N.M. | N.M. | 0.1 | 0.1 | 0.1 | N.M. | N.M. | N.M. | ||||||||||||||
B3 S.A. - Brasil, Bolsa, Balcao | 72 | 74 | 72 | 74 | 92 | 68 | 1.2 | 1.0 | 1.3 | 9.4 | 13.8 | 6.1 | ||||||||||||||
CBOE Global Markets, Inc. | 69 | 66 | >65 | 54 | 84 | 68 | 1.3 | 0.9 | 1.1 | 21.1 | 19.9 | 21.2 | ||||||||||||||
CME Group Inc. | 70 | 66 | 68 | 48 | 70 | 71 | 1.6 |
1.1 |
1.1 |
15.3 | 16.0 | 23.6 | ||||||||||||||
Depository Trust & Clearing Corporation (The) | 30 | 26 | 30 | N.M. | N.M. | N.M. | 0.0 | 0.0 | 0.0 | N.M. | N.M. | N.M. | ||||||||||||||
Deutsche Boerse AG | 48 | 51 | 51 | 65 | 70 | 85 | 1.1 | 1.0 | 0.9 | 23.4 | 39.4 | 49.0 | ||||||||||||||
Euroclear Bank S.A./N.V. | 47 | 48 | 42 | 40 | 42 | 35 | 1.8 | 1.6 | 1.9 | 20.4 | 26.9 | 20.0 | ||||||||||||||
Euronext N.V. | 58 | 57 | 58 | 97 | 35 | 35 | 0.7 | 2.1 | 2.0 | 36.9 | 31.5 | 34.4 | ||||||||||||||
Intercontinental Exchange Inc.± | 68 | 68 | 65 | 35 | 34 | 19 | 2.2 | 2.2 | 4.0 | 12.4 | 11.8 | 12.7 | ||||||||||||||
LCH Group Holdings Ltd. | 50 | 56 | 56 | N.M. | N.M. | N.M. | 0.1 | 0.0 | 0.0 | 17.8 | N.M. | N.M. | ||||||||||||||
Liquidnet Holdings Inc. | 33 | 20 | 26 | 26 | 14 | 28 | 2.7 | 4.2 | 2.9 | 4.9 | 3.1 | 6.0 | ||||||||||||||
London Stock Exchange Group PLC | 54 | 56 | 57 | 44 | 55 | 59 | 1.8 | 1.5 | 1.5 | 13.0 | 12.9 | >14 | ||||||||||||||
Mastercard Inc. | 61 | 62 | 60 | N.M. | N.M. | 79 | 0.2 | 0.4 | 0.8 | 43.7 | 42.8 | 25.3 | ||||||||||||||
Nasdaq Inc. | 55 | 56 | 55 | 27 | 31 | 33 | 2.7 | 2.5 | <2.3 | 7.8 | 9.9 | >10 | ||||||||||||||
PayPal Holdings, Inc. | 28 | 27 | >25 | N.M. | N.M. | N.M. | 0.0 | 0.0 | <1.0 | N.M. | 34.6 | 24.7 | ||||||||||||||
SIX Group AG | 21 | 21 | 27 | N.M. | N.M. | 45 | 0.0 | 0.0 | 1.8 | N.M. | N.M. | 35.0 | ||||||||||||||
Visa Inc.§ | 72 | 72 | 70 | 158 | 140 | 84 | 0.5 | 0.6 | <1.0 | 22.8 | 28.9 | 24.2 | ||||||||||||||
*Fiscal year ends in June. §Fiscal year ends in September. ±Intercontinental Exchange Inc. 2020 data is pro forma for its impending acquisition of Ellie Mae. E--Expected. F--Forecasted. N.M.--Not meaningful. Source: S&P Global Ratings. Data does not include the potential effect of mooted acquisitions that we do not yet adopt within our base case, notably Refinitiv for LSEG. Where our previous publications have indicated a forecast range, we reflect the mid-point in this table. |
Table 7
FMI Rating Factor Assessments | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company | Business risk profile | Financial risk profile | C&S risk | Anchor | Capital structure | Financial policy | Liquidity | Management and governance | Peer adjustment | GCP* | ICR | Outlook | ||||||||||||||
Asigna Compensacion y Liquidacion | Satisfactory | Minimal | -3 | bbb | Neutral | Neutral | Strong | Satisfactory | Favorable | bbb+ | BBB+ | Negative | ||||||||||||||
ASX Ltd. | Strong | Minimal | 0 | aa- | Neutral | Neutral | Exceptional | Satisfactory | Neutral | aa- | AA- | Stable | ||||||||||||||
B3 S.A. Brasil, Bolsa, Balcao | Strong | Modest | -3 | bbb+ | Neutral | Neutral | Adequate | Satisfactory | Neutral | bb-§ | BB- | Stable | ||||||||||||||
CBOE Global Markets, Inc | Satisfactory | Minimal | 0 | a | Neutral | Neutral | Adequate | Satisfactory | Neutral | a | A- | Negative | ||||||||||||||
Clearstream Banking S.A.# | Strong | Minimal | 0 | aa | Positive§§ | Neutral | Exceptional | Strong | Neutral | aa | AA | Stable | ||||||||||||||
CME Group Inc. | Strong | Minimal | 0 | aa | Neutral | Neutral | Exceptional | Satisfactory | Neutral | aa | AA- | Stable | ||||||||||||||
Depository Trust & Clearing Corp. (The) | Excellent | Minimal | -1 | aa | Neutral | Neutral | Exceptional | Strong | Neutral | aa | AA- | Stable | ||||||||||||||
Depository Trust Co. (The) | Excellent | Minimal | 0 | aa+ | Neutral | Neutral | Exceptional | Strong | Neutral | aa+ | AA+ | Stable | ||||||||||||||
Deutsche Boerse AG | Strong | Minimal | 0 | aa | Neutral | Neutral | Strong | Satisfactory | Neutral | aa | AA | Stable | ||||||||||||||
Euroclear Bank S.A./N.V.# | Strong | Modest | 0 | a+ | Positive | Neutral | Exceptional | Strong | Favorable | aa | AA | Stable | ||||||||||||||
Euronext N.V. | Satisfactory | Modest | 0 | bbb+ | Neutral | Neutral | Strong | Satisfactory | Favorable | a- | A- | Stable | ||||||||||||||
Fixed Income Clearing Corp. | Excellent | Minimal | -1 | aa | Neutral | Neutral | Exceptional | Strong | Neutral | aa | AA | Stable | ||||||||||||||
Intercontinental Exchange Inc. | Strong | Intermediate | 0 | a- | Neutral | Neutral | Adequate | Satisfactory | Neutral | a- | BBB+ | Negative | ||||||||||||||
LCH Ltd. / And Banque Centrale de Compensation S.A. (LCH SA)# | Strong | Minimal | 1 | aa | Neutral | Neutral | Strong | Satisfactory | Unfavorable | aa- | AA- | WatchNeg | ||||||||||||||
Liquidnet Holdings Inc. | Weak | Intermediate | 0 | bb | Neutral | Neutral | Adequate | Fair | Neutral | bb | BB- | Negative | ||||||||||||||
London Stock Exchange Group PLC | Strong | Modest | -1 | a | Neutral | Neutral | Strong | Satisfactory | Favorable | a+ | A | WatchNeg | ||||||||||||||
MasterCard Inc. | Strong | Minimal | -1 | a+ | Neutral | Neutral | Strong | Satisfactory | Neutral | a+ | A+ | Stable | ||||||||||||||
NASDAQ Inc. | Strong | Intermediate | -1 | bbb | Neutral | Neutral | Adequate | Satisfactory | Favorable | bbb+ | BBB | Stable | ||||||||||||||
National Securities Clearing Corp. | Excellent | Minimal | 0 | aa+ | Neutral | Neutral | Exceptional | Strong | Neutral | aa+ | AA+ | Stable | ||||||||||||||
Options Clearing Corp. | Excellent | Minimal | 0 | aa+ | Neutral | Neutral | Adequate | Fair | Neutral | aa | AA | Negative | ||||||||||||||
PayPal Holdings, Inc. | Satisfactory | Minimal | -1 | bbb+ | Neutral | Neutral | Strong | Strong | Neutral | bbb+ | BBB+ | Positive | ||||||||||||||
SIX Group AG | Satisfactory | Minimal | 0 | a | Neutral | Neutral | Strong | Satisfactory | Favorable | a+ | A | Stable | ||||||||||||||
Visa Inc. | Strong | Minimal | -1 | aa- | Neutral | Neutral | Strong | Satisfactory | Neutral | aa- | AA- | Stable | ||||||||||||||
Data as of Aug. 17, 2020. C&S--Clearing and settlement. GCP--group credit profile. *Except for DTC, NSCC, FICC, and Asigna, for which we show the standalone credit profile (SACP) in the table. #--GCP construction reflects our assessment of, respectively, Clearstream Group, Euroclear Group, and LCH Group. §GCP on B3 is constrained by the sovereign credit rating on Brazil. §§No notching benefit, as per Section G of "Corporate Methodology", Nov. 19, 2013. In addition to the companies above, we rate certain subsidiaries of ASX Ltd and SIX Group AG based on our view of their core or highly strategic group status to their parent. |
Table 8
S&P Global Ratings FMI Sector Analysts | |||
---|---|---|---|
Analyst | Office | Telephone | |
Brendan Browne | New York | +1 (212) 438 7399 | brendan.browne@spglobal.com |
Thierry Grunspan | New York | +1 (212) 438 1441 | thierry.grunspan@spglobal.com |
Robert Hoban | New York | +1 (212) 438 7385 | robert.hoban@spglobal.com |
Prateek Nanda | Toronto | +1 (416) 507 2531 | prateek_nanda@spglobal.com |
Giles Edwards | London | +44 20 7176 7014 | giles.edwards@spglobal.com |
William Edwards | London | +44 20 7176 3359 | william.edwards@spglobal.com |
Taos Fudji | Milan | +39 02 7211 1276 | taos.fudji@spglobal.com |
Philippe Raposo | Paris | +33 1 4420 7377 | philippe.raposo@spglobal.com |
Lisa Barrett | Melbourne | +61 3 9631 2081 | lisa.barrett@spglobal.com |
Nico DeLange | Sydney | +61 2 9255 9887 | nico.delange@spglobal.com |
Michael Puli | Singapore | +65 6239 6324 | michael.puli@spglobal.com |
Ricardo Grisi | Mexico City | +52 55 5081 4494 | ricardo.grisi@spglobal.com |
Guilherme Machado | São Paulo | +55 11 3039 9700 | guilherme.machado@spglobal.com |
Alejandro Peniche | Mexico City | +52 55 5081 2874 | alejandro.peniche@spglobal.com |
This report does not constitute a rating action.
Primary Credit Analyst: | Giles Edwards, London (44) 20-7176-7014; giles.edwards@spglobal.com |
Secondary Contact: | Thierry Grunspan, New York (1) 212-438-1441; thierry.grunspan@spglobal.com |
Research Contributor: | Shashank Latta, Mumbai; shashank.latta@spglobal.com |
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