Good morning, ladies and gentlemen, and welcome to the TMX Group to acquire VettaFi conference call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question- and- answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Thursday, December 14, 2023. I would now like to turn the conference over to Mr. Amin Mousavian, VP of Investor Relations and Treasury. Please go ahead, sir.
Thank you, Laura, and good morning, everyone. Thanks for joining us today. As you know, last night we announced an agreement to acquire VettaFi, and copies of our press release and investor presentation are available on tmx.com under Investor Relations. This morning we have with us John McKenzie, our Chief Executive Officer, and David Arnold, our Chief Financial Officer. Following the opening remarks, we'll have a question and answer session. Before we begin, I would like to remind you that certain statements made during this call may relate to future events and expectations and constitute forward-looking information within the meaning of Canadian securities law. As a result, actual results may differ materially from these expectations. Information concerning factors that could cause actual results to differ from forward-looking information is contained in our press release and in the investor presentation.
For today's call, I encourage you to refer to our investor presentation slides via the webcast link or under Shareholder Events on the Investor Relations section of tmx.com. Lastly, throughout today's call, the figures referenced will be in U.S. dollars, and the Canadian dollar equivalent can be found in our investor presentation. With that, I will turn the call over to John.
Well, thank you, Amin, and good morning, everyone. Thank you so much for joining our call this morning on short notice with us. As you can imagine, it's an exciting and historic day for TMX today. As you will have read by now, and I've seen from some of the notes that last night we announced the deal to acquire approximately 78% or the remaining common units of VettaFi, a U.S.-based indexing, digital distribution, and analytics and thought leadership company. This follows on the strategic investments that we made earlier this year, totaling approximately 22% of the common units. Now, the acquisition of VettaFi fits squarely within TMX's long-term strategic, financial, and transformational objectives in important ways that David and I will articulate over the next few slides.
But at the outset, I want to focus on why this is such an important landmark agreement for TMX and for VettaFi, and a demonstrative step forward for our organizations. Firstly, this is a great deal for TMX and VettaFi clients in Canada, the U.S., and around the world. VettaFi brings a leading platform in a large and growing market to GSIA, TMX's fastest growing operating segment. And most importantly, we're adding a talented team with proven deep expertise and an innovative spirit to our organization. We've gotten to know VettaFi very well since our initial investment in January, and we're very encouraged by the results of the collaborative work the TMX Datalinx and VettaFi teams have done to date.
Jay Rajarathinam , TMX's Chief Operating Officer, and I have had the pleasure of serving on the VettaFi board of directors this year, and a great vantage point to learn about the company, the high-quality work they do, and the high-quality people. TMX is also an innovation story with a proven track record and a proud 170-plus year history at the forefront of industry progress. Smart, dedicated people working together with a purpose to make markets better and empower bold ideas. We are continuing our efforts to build TMX even stronger, more capable, more innovative, and more resilient to continue to deliver innovative solutions and a clear path for the success of our clients and stakeholders across the markets we serve around the world, long into the future. Now, VettaFi has a very different origin story from TMX's.
In fact, VettaFi came together in May of last year in a merger of complementary business teams who shared a common vision for client success, the value of relationships, and the importance of data. Despite our age gap, the shared vision and priorities fit seamlessly within TMX's vision and purpose. Like TMX, this is a growing business, and we expect this deal to be accretive year one. Going forward, we are focused on exploring new ways to unlock further potential in this powerful combination to accelerate growth into the future. Now, this deal accelerates TMX's long-term growth strategy, as well as our financial and transformational objectives. The addition of VettaFi brings a dynamic new component to GSIA by increasing the depth and value of data-driven insights we provide to clients, expanding our digital capabilities, and enriching our industry-leading support for ETF issuers.
Benchmarks and indices are a core information requirement for our increasingly global client base, and this acquisition brings key benchmark and index functions in-house, including an index calculation engine, select underlying data sets, and product development and operational capabilities. The ETF industry is near and dear to our hearts at TMX. Toronto Stock Exchange invented the first exchange-traded index-linked product, the prototype to the ETF, in 1990, and we have remained at the forefront of progress while the ETF industry evolved over the last 33 years, working in close partnerships with providers in launching the first fixed income ETF and in 2021, the world's first Bitcoin ETF. Today, we have almost 1,000 ETFs listed on Toronto Stock Exchange, including 114 new ETFs joining the market this year alone.
Canada's premier ETF markets include ETFs from 40 providers, representing more than CAD 380 billion in assets under management and growing rapidly. This acquisition bolsters our ability to serve the evolving needs of this important ecosystem even better into the future. Now, VettaFi has key capabilities in indexing, digital distribution, and analytics, all of which complement and bolster TMX's breadth and depth of information services. They provide full service solutions from index ideation to post-launch distribution support and analytics, making VettaFi the one-stop-shop partner for asset managers. VettaFi's clients include ETF issuers, mutual fund managers, structured product providers, and ecosystem service providers globally. And of the 30 largest ETF issuers, 29 are VettaFi clients today.
VettaFi has a strong financial profile, underpinned by strong recurring revenue base and high operating leverage, which is aligned with and advances TMX's long-term transitional objectives to grow recurring revenue, revenue from outside Canada, and to increase the percentage of revenue from GSIA. Revenue has grown by an approximate 16% compound annual growth rate between 2020 and 2023, and 80% of that revenue is recurring. By 2024 estimates, the Adjusted EBITDA margin is about 60%. Now, with this acquisition, TMX is deepening our investment in a large and growing market segment. Particular trends, including the growth of passive investing in ETFs, the internalization of portfolio management, the integration of ESG factors into the investment process, are creating benchmark and index opportunities.
The value of indexing of the indexing market is approximately $5 billion today, with an expected growth rate of 13%-18% through 2027. ETFs as a percent of total fund assets are expected to increase from 17% today to 24% in 2027, with thematic ETF asset growth driven by the adoption of AI, robotics, and ESG. The market for distribution is growing as well, with intensifying competition drives more demand for more efficient tools with measurable impact. $29 billion in US dollars of total spend on distribution by asset managers, and a 7%+ market growth in this space. Analytics on top represent a market size opportunity of approximately $260 million AUM, with registered investment advisors expected to grow at a CAGR of 14% through 2026.
And growing RIA footprint increases demand for VettaFi's content, which in turn leads to more behavior data, enables unique predictive analytic products. Now, the integration of VettaFi into our GSIA segment will enable TMX to continue our global ETF leadership. Benchmarks and indices are a core information requirement for our clients who operate and invest globally. We are now bringing in-house full-scale index capabilities, including the ability to deliver a comprehensive suite of investable indices for Canadian international markets to our clients, the opportunity to white label indices for structured products, broadening access to large indexing and digital distribution markets with favorable secular growth dynamics, an enhancing portfolio of proprietary behavioral insights and analytic solutions to drive index distribution, and global equity coverage for index data used in risk management and performance measurement.
Now, as mentioned in yesterday's press release and detailed on this slide, the acquisition of VettaFi marks a major step forward in the evolution of TMX. This deal is a growth accelerator and meets all of the primary criteria in pursuit of TMX's long-term strategic, financial, and transformational objectives. On a pro forma basis, in addition to accelerating our growth rate, the addition of VettaFi will increase the share of overall TMX's overall revenue derived from recurring sources to approximately 56%, increase the share of overall revenue from outside of Canada to approximately 46%, increase the size of our Global Solutions, Insights, and Analytics segment from just over one-third of TMX's total revenue to 41%. Now, in a deep dive there, GSIA is TMX's fastest-growing segment. In our last quarterly results, we reported double-digit growth year-over-year.
It is also our fastest evolving area as well. The information business has expanded over time, adapting to meet the needs of clients across the modern marketplace, and as this slide shows, pro forma financials for GSIA. It demonstrates the strength in the combined businesses of Trayport, TMX Datalinx, and VettaFi. With that, let me turn the presentation over to David.
Thank you very much, John, and good morning, everyone. Before I take a closer look at the transaction details, I want to echo John's sentiment and say that this is really an exciting day for TMX. Our businesses complement each other well, and our vision, values, and culture are well aligned, allowing us to accelerate our growth and serve our clients better. Now, as John said a few minutes ago, we're acquiring the remaining 78% of VettaFi for $848 million, which brings our total paid for 100% of the common units to slightly over a billion dollars at exactly $1.03 billion when we include the strategic investments we made earlier this year.
Now, as part of this acquisition, we're expecting a tax benefit with a net present value of approximately $170 million, primarily related to the amortization of acquired goodwill and intangibles. Now, the implied total valuation, net of expected tax benefit, is 15.4x 2024 estimated Adjusted EBITDA. We expect that the transaction will be accretive to Adjusted EPS in our first year before any synergies. The transaction will be funded through a series of term loans ranging from 12-24 months, and we will assume approximately $100 million of VettaFi's debt, which we plan to retire using the funds made available under the new term loan. VettaFi has grown double digits over the last three years, and we expect to include them as one of our high-growth businesses alongside TSX Trust, Derivatives Trading and Clearing, and Trayport.
We're expecting VettaFi to be included in our 2024 financials with a closing in early January. Regulatory review has already been obtained, and this is now only subject to the usual closing conditions being met. Now, as I mentioned earlier, the transaction will be funded through a series of term loans ranging from 12-24 months, and we have obtained up to $1 billion of fully committed financing at this time, and expect to fund the full transaction through a series of term loans with three tenors. Namely, $600 million due in 12 months, up to $200 million due in 18 months, and up to $200 million due in 24 months post-close.
We plan to convert the 12-month term loan of approximately $600 million to longer term debt, most likely by issuing debentures in the Canadian debt capital market within the first half of 2024, subject to market conditions and customary quiet periods related to reporting cycles. Morningstar DBRS issued a ratings action report last night following our press release, which confirmed our AA(low) credit rating and updated the trend from stable to negative. According to the press release, this trend would likely change to stable when sufficient progress deleveraging to the top end of the credit rating category range is made and the short-term loans have been successfully converted to long-term debt. Now, as many of you recall, we have demonstrated the ability to quickly delever following transactions.
We first did this after closing the Maple transaction over a decade ago, and more recently in 2017, when we acquired Trayport. Our leverage at the time was a debt to Adjusted EBITDA ratio of 3.7 times, which was quickly reduced to 2.4 times after the first year and has steadily decreased in subsequent years. Our pro forma debt to Adjusted EBITDA ratio at closing, after repayment of VettaFi's debt, is expected to be 3.5 times. We have a plan to quickly delever, just as we have done in the past, and we are confident in our ability to be within our targeted leverage range of 1.5-2.5 times, two years post-close, while at the same time executing on our normal course capital allocation activities.
Specifically, we expect to pay out between 40%-50% of our adjusted earnings per share. Now, as I explained at each quarterly call, we hold a significant amount of cash on hand in excess of that which we hold for regulatory purposes. If one were to factor all or some of our excess cash into our leverage ratio, as our banking lending covenants do, our net leverage ratio would be even lower. On the heels of the VettaFi acquisition, and with the significant progress we have made in executing our growth plans across all of our businesses, we think it makes good sense to bring our stakeholders together for an investor day here in Toronto. It's been a little over five years since our last full-scale investor event, and it's time for a comprehensive session on our evolving enterprise strategy.
We're planning to host our 2024 TMX Investor Day mid-next year in our Market Centre . We hope many of you will be able to come to the session in person, but for those that cannot, we will ensure the day is live-streamed. Please stay tuned for further details, which we'll post to investors.tmx.com under our Investor Relations News and Events section early in the new year. With that, I'd like to turn the call back to John for closing remarks.
Thank you very much, David. So, closing today, I want to summarize some of the considerable benefits of this powerful new combination. As we've talked all through the year, 2023 has been a landmark year for GSIA, our information services business, marked by high performance and definitive steps forward in our strategy to boost our capabilities, expand our datasets, and delivering modern solutions to our clients. The acquisition of VettaFi will add a dynamic new component to GSIA, with an exciting set of capabilities and a visionary, innovative team committed to client success. Ultimately, for TMX, information is the key to our long-term global growth strategy. It's a vital strategic enabler, propelling us into the next phase of our evolution.
We're confident that this powerful new combination will help build TMX into an even more formidable global force, to the benefit of our clients and employees around the world and our shareholders. Now, I'd like to take a moment to send some thanks out. My thanks first go to Leland, to Tom, and the rest of the VettaFi management team. It has been a fantastic year working together, and this announcement sets the stage for an exciting future. It's not often in a transaction where you actually get to test drive how you work together for a year before you actually consummate a deal.
On behalf of all of TMX's senior leadership team and our employees, I want to extend our best wishes for the holiday season to all of our new friends at VettaFi, and we look forward to welcoming you, your talented team to our talented team in the new year. Before I turn the call back to Amin, I also want to take a moment here to do a shout-out and extend our thanks and gratitude to Andrew Feller and the team of Aretex Capital, for partnering with us on this deal and throughout the year. I'd like to acknowledge their vision and great work in helping to build the VettaFi business over the past few years. With that, we will be happy to take your questions. Amin?
Thank you, John. Laura, would you please outline the process for the Q and A session?
Sure, sir. Thank you. Ladies and gentlemen, we will now begin the question- and- answer session. Should you have a question, please press star followed by one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request. Should you wish to decline from the polling process, please press star followed by two. If you are using a speakerphone, please lift your handset before pressing any keys. We have our first question coming from the line of Ben Budish from Barclays. Please go ahead.
Hi, good morning, and thanks for taking the question. I was wondering if you could talk a little bit more about VettaFi's revenue mix. You indicated that, you know, it's about 80% recurring, 20% non-recurring. How much of that is, you know, directly linked to AUM? How much of that comes from sort of subscription and services type revenues? And maybe can you talk a little bit about what's in that 20% that you would consider non-recurring?
Yes, happy to. And I'm going to give you some general metrics because we, we're not showing that level of detail yet, but we will do more actually post-close. But generally, a little over half or half the revenue would be index-linked revenues on the various indices. As I mentioned, there is approximately $30 billion of indices that, or, you know, or products and assets under management that tracks VettaFi indices. So that is the lion's share of the revenue and the, the related analytics, digital distribution, other products and programs like that, would be kind of the other kind of third of the revenue base. Now, in the 80%, that's generally the pieces that track assets under management, things that are analytics and distribution that are under subscription. The other components are actually things like the Exchange conference.
So, VettaFi operates the most impressive and well-attended ETF conference in the industry. We'll actually be looking forward to hosting that jointly together in February next year down in Florida. So it's things like that, which are also great facilitators for new business building, of really integrating and meeting ETF manufacturers, of sharing ideas, sharing capabilities. So as much as it is a conference, it's also really a business development and sales generation opportunity for the business. So that gives you kind of a construct of some of the key pieces of the business. As we go forward and we get post-closing, we'll work with the team to find a way to give you a bit more of that breakdown going forward.
Really helpful. Maybe just one follow-up on the same kind of topic. Just in terms of the, like the mid-teens growth you've seen over the last several years, how much of that is market growth from the, you know, the indexes themselves, new products, you know, kind of expansion of distribution? What, what are the, the kind of key drivers you're seeing or you, you've seen over the past few years?
Yes, it's absolutely the combination. So there's a lot of growth that's actually coming from the new product pieces that's coming into that. And there's been growth in the last year around the index piece, but also new indices coming on. So you've got some, some legacy products in there that are really strong and, and have well and good market potential, like the AMLP pieces, but you've got new products as well that have been added in in terms of like AI and robotics indices, and some new pieces that came through small acquisitions throughout the year. So it really is a combination. And when we look going forward, we see the potential across all those pieces.
But given the size, you'd expect that the subscription base, the digital distribution, the analytics is actually an even higher growth rate business because it's starting from a smaller base.
Got it. Thanks so much for the color there.
No problem, Ben.
Thank you. We have our next question coming from the line of Étienne Ricard from BMO Capital Markets. Please go ahead.
Thank you and good morning, and, congrats on the transaction. Could you please share more details as to what led TMX to have increased confidence since you first acquired a 20% ownership roughly a year ago, to now acquire the entire company?
Oh, that is such a good question. So thank you. It's almost like I gave you that question to ask me. Appreciate that, Étienne. I mean, we mentioned this a little bit before, but even a year ago when we talked about the transaction and the partnership with VettaFi, it was very much both an investment and partnership. And so the investment, the 21 and then 22%, had the opportunity been there at the time for us to take an even larger position, we likely would have. You know, that would be our normal course for a business of this size.
But what it allowed us to do by stepping in as a minority partner and actually building a business relationship around our business arrangement in terms of the partnership between TMX Datalinx and VettaFi is we actually basically, at the last 9-12 months, to do that kind of diligence you would do around revenue opportunities together that you normally don't get to do in a transaction. So our teams have been working together throughout the past year. We've identified new index opportunities, new distribution opportunities, new joint sales opportunities. So it gave us tremendous confidence, not only in what we could do together to accelerate each other's businesses, but also get to know what is the actual management team like in both companies. And this one, I can't overemphasize.
The culture, the values in VettaFi are so symbiotic with the rest of TMX, that we really see this as going to be a partnership that works really, really well. And, you know, normally in a transaction, you really don't get to do that, really get to get that understanding of what it's like to work with the team. So both Jay and I, the rest of the senior management team at TMX, we can't wait to work with this team, and we know that it's going to be synergistic across all parts of the TMX franchise.
Okay, great. And from a distribution standpoint, how do you expect to integrate teams across VettaFi and Datalinx? And what do you see as the potential for better outreach to ETF issuers?
Yeah, I'm only going to give you a light touch on that today because we want to be respectful of the teams that, when we know we don't close until early January. We want the teams to have a chance to sit down together and actually do that type of planning in terms of what the integration model looks like. But we do expect to operate this in an integrated way with TMX Datalinx and look for those shared opportunities around, you know, product, around marketing, around sales and distribution. And where we can use the capabilities of TMX as a larger organization to actually make the VettaFi business, you know, more streamlined and operate faster. You know, things like, even things like finance or accounting capabilities or HR systems, things like that.
We're going to look to do that early on and to make the experience seamless for all the employees of the two organizations. But we'll share more in terms of kind of leadership and design in post-closing when we talk to you again in the new year.
Great. Thank you very much.
Thank you. We have our next question coming from the line of Jeff Kwan from RBC Capital Markets. Please go ahead.
Good morning. My first question was just, you know, what sort of penetration does VettaFi have within the existing issuer base? Just want to get a sense as to how to size up the opportunity within the TMX's own issuer base and clientele.
Very early stage. So while, while I mentioned in the notes that VettaFi has relationships with about 29 of the largest global ETF manufacturers, in terms of ETFs in the Canadian market that are linked to, VettaFi, VettaFi indices, it's still very early stage. So the opportunity for growth is substantial.
Okay. Just my second question was: the tax benefit that you referenced in the press release, how long? Because it's a present value computation, like, how long until you kind of realize the full benefit? And then also just in any transaction you do, is there also not typically a tax benefit from that amortization of acquired goodwill intangibles, or is there something specific about this deal as to why you flagged and quantified this benefit?
Appreciate the question, Jeff. So, That was a two-parter, so I'll do it, piece by piece. The first one was about the duration. It's long term, right? So you think 10-15 years. The second reason is why we've isolated, like many other transactions have done, is because it's such a material component, not just the acquisition that we're making, but the acquisitions that VettaFi itself has made, right? So, there's a large tax benefit just in terms of the tax deductibility of the delta between net asset value and purchase prices.
Yeah. My only additive point is, you know, keep in mind, Jeff, because it is U.S., based, that does make it different than being Canadian-based in terms of the deductibility of the goodwill. And any business that's largely IP and doesn't have a lot of fixed assets, you do create a lot of goodwill, and that drives that taxable benefit.
Okay. Thank you.
Thank you. We have our next question coming from the line of Rasib Bhanji from TD Securities. Please go ahead.
Good morning, and thank you for taking my question. First thing would be, so now that you would own 100% of the business versus 22% before, does that impact your ability to drive growth, synergies, or margins in any way?
I'll go first, John. So, yes, I mean, as a minority shareholder, one's ability to, you know, effectively manage VettaFi is limited because we have a commercial arrangement with them and a minority stake. But, upon closing, you know, with us being 100% common equity owner, obviously the ability for us to partner in even more strength and accelerate our growth prospects is made a lot easier. John, you want to add anything?
I will. I mean, we've already had feedback from some of our ETF partners on the back of the announcement that, you know, when you have clients that are excited about a transaction, that shows you some of the positive leverage in terms of what the synergistic impact is. So we do believe that jointly, we can accelerate both the growth of VettaFi, but the growth of other parts of TMX as well, in terms of not just, you know, ETF creation, ETF listing, trading around those. And because we actually operate that full suite of market opportunities, you know, then we can also create options on ETFs and new index-linked securities and futures on the Montréal Exchange. So it really is something that's going to have holistic opportunities all through that.
The piece I'll add to you, because then you asked about, you know, both, you know, revenue margins, all those things. It was yes, yes, and yes. But this is not a margin expansion play for VettaFi. This is a very good margin business, and because we are looking to drive continual growth in there, it's an area we will continue to invest behind it as well. You know, very much as we have done with Trayport over the last, you know, five, six years we've been in there. So it is very analogous in terms of the experience we've had with Trayport over the last five years.
Okay, appreciate the color. I had a quick follow-up on the revenue mix. Two-part question actually. David, I think you mentioned high growth. This would be classed as a high growth business. So just wanted to confirm that is indeed high single digits to double digits, is what the target would be over there? And then second part on VettaFi's historical revenue CAGR of 16%, would you be able to break out how much of that was organic and in terms of acquisitions as well? Thank you.
Thanks, Rasib. So yeah, the first question is, you're correct. As we define in both the investor brochure and our MD&A, it would be in our high growth category, alongside TSX Trust, derivatives trading and clearing, and Tradeport, which is all high single to double digits. And we anticipate this being a strong contributor into that, you know, four business grouping. In terms of the historicals, we obviously don't have that kind of disclosure to give at this time. But needless to say, as John said earlier on, digital distribution analytics is the fastest growing segment within the business. So look forward to, you know, future disclosures once we close and so on and so forth. That's about as much as I can give you now.
John, is there anything you would like to add?
The only piece I'll add is, you know, and why, why it's difficult to separate organic and inorganic, because there is a lot of this business that's come together over the last few years. So when you have a piece come in and then it is part of the growth story afterwards, that becomes part of the organic growth rate. And so the organic piece alone, and we've done this work, is the majority of that growth. You know, so very much in line with the guidance we've given for how we talk about high growth businesses. But I like how you picked it. There was, you know, kind of high single, low double, and I'll lead you to the low double.
Appreciate that. Thank you.
Thank you. We have our next question coming from the line of Nik Priebe from CIBC Capital Markets. Please go ahead.
Okay, thanks for the question. Does the cost structure of VettaFi also resemble your other business units in the sense that we should expect the vast majority of OpEx would be fixed in nature? Or is there a variable component that we should be cognizant of? I'm just trying to understand the degree of operating leverage in that business a bit better.
No, that's a good question, Nik. I mean, it. The short answer is yes. It's very, very similar to the cost structure you would find in other parts of our data franchise.
Okay. And then, you know, you've had the benefit of owning a minority interest in VettaFi prior to announcing the full acquisition of the entity. You've had board seats and privileged access. Has that helped you obtain comfort that the company hasn't, you know, underinvested in its business to position for a sale? Like, what's your read on the adequacy of current staffing levels in the business?
Yeah, we think it's really good. There are things that we can do together to even go faster. But that's been, e xactly, that's the benefit of being there, is not only to understand the adequacy of the team, and there are resource gaps that need to be filled all the time in a growing business. That's normal, and it's the same as other parts of our franchise. But we've got to see and meet and understand and know some of the talent. So not only do we see the talent in terms of what they can deliver within VettaFi, but where there's also potential and possibility for people to take on even broader roles within the TMX. So, you know, as much as there's a, you know, capabilities acquisition here, it's a talent acquisition, too.
Okay, very good. That's it for me. Thank you.
Thanks.
Thank you. Ladies and gentlemen, just a reminder, should you have a question, please press star followed by the number one on your touchtone phone. Again, that's star followed by the number one on your touchtone phone. We have our next question coming from the line of Phil Hardie from Scotiabank. Please go ahead.
Hey, good morning, and congratulations on the transaction. I guess my first question relates to talent. And maybe you can just describe kind of the strategy to preserve that entrepreneurial culture at VettaFi. And really what you have in place and kind of long-term incentives for the senior leaders and teams on that platform.
Yeah, and I'm only going to be able to share a little here because we have to share it with them first before we share it with you, Phil. So I hope, I hope you get that.
Yeah.
But this is actually one of the things that actually has helped with our experience of bringing in a high-growth organization like Trayport into this, is we've actually tackled some of these pieces in terms of how do you do the right degree of integration that is not overengineered, that preserves the also the independence of the key individuals that are driving product and sales and marketing and client interactions, and building incentives around the growth of the unique business. So you should expect us to do things like that. There are folks in there that have got incentives that are based on the historical piece of the business, and we're building new ones and going forward.
At the same time, ensuring that, you know, senior folks are also getting incented on the overall performance of TMX so that we've got the equal drive to grow the total franchise, because we want to drive both VettaFi and TMX at the same time.
Excellent. And I guess kind of the next question, changing gears, we've hit quite a bit on obviously this is under clearly kind of a data analytics play. I just want to dig in a little bit on the derivative side, which you hinted on. And maybe the first point of a clarification, the idea is that VettaFi continues to own the intellectual property on the indices, and that would give you exclusivity on derivatives or kind of developing derivatives products with that. Is that the way to think about that?
Yeah. I mean, VettaFi always owns the IP. Now, whether or not it's being done directly for a client, if that client could be us, but often is an ETF manufacturer, they might have the unique rights as well. Because what VettaFi can do so well in their capabilities is a very efficient way to make bespoke indices for any type of user, be it an ETF manufacturer, an asset manager, or like we were talking about, like a derivative to base a future on in the MX. So it would really depend on the arrangement, and some things can be more open and some things can be more related to a specific client.
Digging in a little bit, I guess again, on the recurring revenue nature of that, you know, I think you talked a little bit about subscription business. If you could just give us some color in terms of, I'll call it subscription terms and renewals. And then I think you talked about maybe half of that coming from indices. And again, that, that kind of comes back to my question on intellectual property and maybe kind of modeling the model with that. Can you just give a bit of color on those questions?
Yeah, a little bit of color, but I want to be careful because some of this is proprietary as well, so I don't want to be giving away proprietary pieces. But like in any, you know, structured ETF product, and you can see this when you look in the perspective of an ETF, you can look to see, you know, what are the providers, what is the index benchmark that's being used. Those are done through a subscription agreement, often related to assets under management, with some basis around that. So it has the ability to also grow with the growth of the fund product. And so you've got that, subscription nature, the recurring component, but the potential for growing with the market at the same time.
The other parts of the business are more pure data type subscriptions or service type subscriptions, which would be annual or otherwise in nature. And we'll share more of those as it gets developed.
All right. Great color, and again, congratulations on the deal.
Thank you. Appreciate it.
Thank you. There are no further questions at this time. I'd now like to turn the call back over to Mr. Mousavian for final closing comments.
Thank you everyone for listening in today. If you have any further questions, contact information for investor relations as well as media, is in our press release, and we would be happy to get back to you. I wish you all a joyful holiday season and a fantastic New Year. Until next time, goodbye.
Thank you. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a lovely day.