Fitch: Knight Capital/GETCO Merger Poses Near-Term Challenges

  Fitch: Knight Capital/GETCO Merger Poses Near-Term Challenges

Business Wire

NEW YORK -- June 21, 2013

Fitch Ratings believes that the strategic merger of Knight Capital Group, Inc.
(Knight) and GETCO Holding Company, LLC (GETCO) has potential long-term
benefits. However, the combined entity will face near-term earnings, leverage
and liquidity challenges before synergies can be fully realized.

On Dec. 19, 2012, Knight and GETCO announced a business combination to create
a financial services firm providing proprietary market-making and trade
execution services across a broad array of asset classes. The combined entity,
KCG Holdings, Inc. (KCG), will benefit from the amalgamation of GETCO's
technology and operations and Knight's customer franchise, while seeking to
realize cost efficiencies and generate additional revenues.

However, Fitch believes the transaction has meaningful execution risks
including increased initial leverage levels and near-term liquidity risks,
which set against the backdrop of depressed trading volumes and regulatory
scrutiny, combine to result in a highly speculative credit profile at this
time.

Fitch does not rate the newly formed company and the following analysis is
based solely on publicly available information, primarily including the Form
S-4 Registration Statement (S-4) filed with the SEC on May 24, 2013.

INCREASED LEVERAGE LEVELS:

Fitch calculates that KCG could have initial gross debt/adjusted EBITDA
leverage as high as 5x, based on annualized 1Q13 earnings and the assumption
that current equity holders exercise their maximum right to take cash as
opposed to equity in the new entity. The increased debt burden for the
combined entity comes at a time of lower trading volumes and volatility, which
could create further pressure on leverage levels.

To fund the $1.3 billion merger, which is scheduled to close on July 1, 2013,
KCG will issue a $535 million senior secured first lien credit facility
(maturing four years and six months from its close) and has pre-funded a $305
million senior secured second lien note at 8.25% with a five-year term. Per
the S-4, the first lien term loan is required to maintain a maximum leverage
ratio of 1.75x in order to be in compliance with its covenants. The S-4 does
not indicate how the leverage ratio is calculated, and the final covenant
levels of the first lien credit facility may differ from those outlined in the
document.

Fitch believes that KCG's combined 2013 operating results will continue to be
challenged by depressed trading volumes, a slow U.S. economic recovery, higher
expenses associated with the completion of the merger, pending regulatory
reforms, technology upgrades, and increased legal fees and associated
settlement expenditures for pending lawsuits. Knight and GETCO each reported
poor financial results in 1Q13, following weak performance in 2012. Financial
underperformance has been due to lower trading volumes and volatility, and in
the case of Knight, the August 2012 technology glitch as well as goodwill and
intangibles write-offs.

NEAR-TERM LIQUIDITY RISKS:

Per the terms of the debt documents, KCG is also required to make a $235
million principal payment on the senior secured first lien term loan one year
after the close. While earnings generation and cash on hand (pro forma minimum
of $405.7 million at March 31, 2013) could be the primary sources of
repayment, Fitch believes KCG's current profitability challenges and other
potential uses of cash may constrain its ability to generate sufficient funds
from operations to meet this obligation. Otherwise, absent material asset
sales and/or favorable refinancing conditions, Fitch believes there is
substantial liquidity risk associated with this repayment requirement.

KCG has announced that it is exploring the potential sale of Urban Financial
Group, Inc. (Urban), a reverse mortgage lender, and non-core business. In
Fitch's view, this could provide additional capital to KCG, which otherwise is
restricted for Urban's operations. The consolidation of certain other
duplicative operating entities, in Fitch's view, could yield additional
capital that KCG can deploy for cash flow demands.

LONG-TERM OUTLOOK:

If KCG is able to navigate its near-term earnings, leverage and liquidity
challenges its longer-term credit profile will be influenced by its ability to
develop and implement a business strategy that incorporates the market-making
and execution strengths of Knight and GETCO, maintain the company's
diversified client base and realize potential cost synergies in a timely
manner. Successful execution on these fronts will be counterbalanced, in
Fitch's view, by the continual need for technology re-investment,
operational/reputational risks, balance sheet risk associated with
mid-frequency trading, intensifying regulatory scrutiny, and potential
competitive pressures.

Additional information is available at 'www.fitchratings.com'.

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Contact:

Fitch Ratings
Tara Kriss, +1-212-908-0369
Senior Director
Financial Institutions
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Paul Ryndak, CFA, +1-312-908-3194
Director
or
Media Relations
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com
 
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