E*TRADE Financial Corporation (NASDAQ:ETFC) today announced it has entered into a definitive agreement to acquire Aperture New Holdings, Inc., the ultimate parent company of OptionsHouse, for $725 million in cash.
The transaction will boost E*TRADE’s derivatives capabilities while expanding its customer profile with the addition of OptionsHouse’s highly active, derivative-centric traders.
E*TRADE intends to finance the transaction through the issuance of up to $400 million of non-cumulative perpetual preferred stock, with the balance paid in cash. The transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions and regulatory approvals.
“This transaction provides OptionsHouse customers with an expanded breadth of offerings, while they continue to enjoy the same tools, platform, value, and quality services they have come to expect,” said Michael Curcio, Chief Executive Officer of Aperture Group, LLC. “E*TRADE has a fantastic array of products and services, grounded in a steadfast focus on the customer. Bringing OptionsHouse’s best-in-class derivatives platform within the E*TRADE family will mean our customers can do more under one roof. My leadership team and I look forward to shepherding a smooth transition for our customers and colleagues alike.”
OptionsHouse, which merged with tradeMONSTER in 2014, is an indirect subsidiary of Aperture New Holdings, Inc., a General Atlantic company. OptionsHouse is headquartered in Chicago and currently has 154,000 customer accounts with $3.6 billion in customer assets, including $1.4 billion in cash. The Company executed 27,000 Daily Average Revenue Trades for the twelve months ended June 30, 2016, of which 63 percent were in options. Revenues for the last twelve months were $104 million.
E*TRADE expects the transaction to be relatively neutral to earnings in 2017 and accretive in 2018, when full run-rate synergies of approximately $65 million annually are expected.
“From a capital utilization perspective, this transaction is incredibly attractive,” said Mike Pizzi, Chief Financial Officer of E*TRADE Financial. “Beyond creating compelling long-term returns through expansion and synergies, the introduction of preferred equity optimizes our capital structure and enhances flexibility. Importantly, it supports our consolidated Tier 1 leverage ratio to remain above target, while creating flexibility to continue marching forward on other capital actions, including share repurchases and balance sheet growth.”
E*TRADE was advised by Credit Suisse and Skadden, Arps, Slate, Meagher & Flom. Aperture was advised by Evercore and Paul, Weiss, Rifkind, Wharton & Garrison. Jefferies was also a financial advisor to Aperture.
“Today’s announcement is momentous. Amidst a steady drumbeat of significant steps to enhance the value of E*TRADE for our customers and our owners, we are pleased to make this move to deliver greatly enriched options capabilities, while capitalizing on our scale with the addition of an active customer base,” said Paul Idzik, Chief Executive Officer of E*TRADE Financial. “This is the first acquisition E*TRADE has made in a great while, underscoring our disciplined approach, and commitment to deliver on our growth plans. We believe options are an important component of an investor’s arsenal, and this deal will intensify our derivatives firepower. Further, we could not be more excited to show OptionsHouse customers all we have to offer, including deep research and education, long-term investing tools, and a best-in-class mobile experience.”