Good morning. My name is Kelly, and I will be your conference operator today. At this time, I would like to welcome everyone to Virtu Q3 2018 Earnings Conference Call and Webcast. All lines have been placed on mute to prevent any background noise. After the prepared remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I would now like to turn the call over to Andrew Smith at Investor Relations. Please go ahead.

Thank you, Kelly. Good morning, everyone, and thank you for calling. As you know, our second quarter results were released this morning and are available on our website. Speaking and answering your question today are Mr. Douglas Cifu, our Chief Executive Officer; and Mr. Joseph Molluso, our Chief Financial Officer. They will begin with prepared remarks and then take your questions. Today's call may include forward-looking statements, which represent Virtu's current belief regarding future events, including the announced transaction, and are therefore subject to risks, assumptions and uncertainties, which may be outside the company's control, and our actual results and financial condition may differ materially from what is indicated in these forward-looking statements. We refer you to cautionary notes regarding forward-looking statements in our press releases and encourage you to review the description of risk factors contained in our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. It is important to note that any forward-looking statements made on this call are based on information presently available to the company, and we do not undertake to update or revise any forward-looking statements as new information becomes available. In addition to GAAP results, we may refer to certain non-GAAP measures and you will find a reconciliation of these non-GAAP measures to GAAP terms included in the earnings materials. Now, I would like to turn the call over to Douglas Cifu, Virtu's Chief Executive Officer.

Thank you, Andrew, and thank you, everybody for joining us today. In addition to our third quarter earnings, we have a very important strategic announcement to make. Last evening, we signed a definitive agreement to acquire ITG. This significant acquisition underscores our commitment to our institutional client business and is a natural next step in expanding our transparent global technology, analytics, and liquidity solutions for our clients. Our combined capabilities will offer significant benefits for Virtu's and ITG's clients globally, as well as an upside opportunity for our shareholders. I'll start with an overview of the benefits to our clients as detailed on pages 3 and 4 of the slide deck, including a review of the complementary nature of our respective businesses. Since 1987 ITG has built premier global franchises and has been a leading innovator in the world of customer-oriented technology solutions to improve clients' trading experiences in the global equities market. ITG was a pioneer in offering cutting-edge solutions to customers globally. And the value of its long-standing global franchises cannot be overstated. Today, ITG is truly the global leader in its markets with a strong presence in the United States, and with market-leading businesses and leadership teams in Canada, Europe and Asia. ITG's key offerings compromised a complete suite of agency execution services, including liquidity sourcing, trading algorithms, single stock and program trading, workflow technology and trading analytics, products and services that its clients rely on to manage their day-to-day operations, risk management and fiduciary responsibilities. Each of ITG's franchises operates in areas that utilize trading technologies, which are the core to Virtu's business. The combination of Virtu technological efficiency, scaled global operation and core market making capabilities with ITG's global suite of products and services, and experienced and talented employees will create a powerful offering that…

Thank you, Doug. I will go through a few of the slides in the presentation that we have distributed this morning. Moving on to Slide 8, we signed a definitive agreement to acquire ITG for $30.30 per share. It's an all cash deal. And we have the financing secured. We will refinance our existing term loan and raise an incremental approximately $1 billion to pay for the acquisition. As Doug mentioned, the leadership of Virtu will be supplemented with key leaders from ITG's businesses, and we expect a closing in the first half of 2019. Slide 9 provides some detail on the estimated synergies. This is approximately 30% of ITG's trailing 12-month recurring expense base. We think this is very achievable. And we'll focus again on technology integration, back-office and infrastructure rationalization, as well as traditional synergies that occur when public companies merge. I would note that in the KCG acquisition, based on the current run rate we will ultimately achieve 58% cost savings on a net basis. So obviously, we think this percentage is very achievable. Slide 10, is a hypothetical accretion based on public information. Again, we're not giving guidance and using public figures here. But adding the after-tax synergies and subtracting the incremental interest expense from the financing, you can see the value that this transaction has the ability to create for our shareholders. Slide 11 reviews some of the un-modeled upside from the revenue synergy opportunities Doug was discussing. And the most visible of which is achieving expense reductions related execution costs around lower exchange clearing and other exchange fees. On Slide 12, we're talking - we are anticipating $125 million in capital savings from this transaction available over the first 18 to 24 months after the closing. As in the KCG transaction, we expect to release capital from the Americas, Europe and Asia, and retain sufficient trading capital to operate our business with a substantial regulatory and operating cushion, while contributing to a reduction overall in outstanding indebtedness. Turning to that outstanding indebtedness on Page 14, we expect pro forma leverage to be 2.8 at inception. And, again, as in the KCG transaction we would expect it to be reduced to 2 to 2.5 times as capital and expense synergies are realized. And I think as Doug mentioned, given the trajectory of Q4, we would expect this number at closing to be 2.8 or lower. So given all that, I will now turn the call back to Doug to touch briefly on some highlights in the third quarter before we go to Q&A.

Great. Thank you very much, Joe. You'll see in the materials we posted, we have information on our third quarter, starting on Page 18. Some key takeaways from our third quarter are the following. We reported $0.22 of adjusted earnings per share and $178 million of adjusted net trading income. As you can see on Slide 19, the operating environment from market makers was limited in Q3, as U.S. equity consolidated volumes were down 7% versus Q2. Realized volatility and VIX were down 41% and 16% respectively versus Q2. And retail participation as measured by interactive brokers share volume disclosure was down 12%. As you can also see, these metrics have turned around markedly in October versus Q3. And our results have seen material improvement. Also I would like to highlight that our VES business as I stated earlier has improved dramatically as we have migrated to a single unified technology platform and the VES performance is ahead of the sizeable uptick implied by market volumes and volatility in October. Finally, our operating expenses are on target versus guidance. We are 95% of the way to our run rate expense base in terms of the synergies from the KCG transaction. To date, we have repurchased $61.9 million of Virtu shares of our previously approved and announced $100 million share buyback program. In addition as Joe noted, during the third quarter, we made $115 million of incremental payments on our term loan, bringing our total prepayments to $750 million since the closing of the KCG acquisition. And finally, our board has approved a dividend of $0.24 a share for the third quarter. With that, I will turn the call over to question-and-answers.

[Operator Instructions] Your first question comes from the line of Alex Kramm from UBS. Please go ahead. Your line is open.

Yeah, hey. Good morning, everyone.

Hi, good morning.

I guess, my - I think my first question is a little bit technical, and I don't know if Frank is on the line. But would be curious, first of all, if there is any sort of breakup fees, I don't think I've seen it here. And then, since there was the first appearance of you guys talking in the media, I think some of the folks have argued that there may actually be other companies that may be even more interested in ITG and where may be even a better fit. So, again, not sure he is on the call, but any sort of background in terms of others that may have shown up or any sort of breakup fees will be helpful. Thank you.

Yeah, Frank is not on the call. It's just Doug and I spent 18 years being an M&A lawyer. So I'm happy to handle that one. That's an easy one for me. So there are standard deal protections in the merger agreement. There is a breakup fee of approximately 3.25%, plus the reimbursement of fees of $15 million, so a pretty significant amount there. I did not comment and I will not comment on the prior market rumors, because it had nothing to do with Virtu. It's around $1 a share if you will of breakup expense. So certainly the news, if you will, Alex, has been out there for a period of time. ITG was represented by the best of the best, J.P. Morgan and Wachtell, Lipton. And so, I'm sure, they have exercised fully their fiduciary duties and what not. And we are unconcerned about that, we are very excited about the transaction, ITG is a world-class organization, it's been a name brand, a household name and a pioneer in the electronification of markets. And so I think we have made a very important strategic acquisition for the firm, and obviously we are looking forward to the integration period. And then, as Joe said the closing, which we hope what happened as early as possible in 2019 subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act and also various regulatory approvals and some other closing conditions.

All right. Fair enough. And then secondly another quick one I think. When you did the KCG transaction, since then obviously you set some assets like BondPoint, for example. If I look at your slides here, it seems like you're pretty excited about all the different assets that ITG owns, but I think there are some of the, I guess, what you call analytics products that they have out there. I mean, there has been - it's been pretty big market multiple space for some of those comparable assets. So I just wondering, if there is any future opportunities to maybe monetize some other things? Or if you think this is really, you need to hold the whole business?

Look, I think, they are world-class products, I frankly, a couple of three years ago, I knew, what TCA was obviously, but we didn't have any first-hand experience with the analytics world, because we were proud market maker, when legacy Virtu started its institutional agency business, a couple of three years ago. We first got introduced to this world of analytics products and everybody, but everybody kept talking about the ITG product, it's called ACE. And I actually - because, I've known Frank for a long time, and I have great respect for him, I mean, like, I called him up about and say, hey, what is this product, tell me how it works blah, blah, blah. Because all of our clients seem very enamored with it, and it seems to be a really important item and value proposition, and it really adds to the suite of products that you are selling. So how does this all work, and explained it to me and obviously as an institutional broker, we wanted to make sure that we represented in the most attractive way with respect to their analytics. And we want to understand how we were scored in et cetera, et cetera. So we've learned a lot about it. So we view it as a really attractive core products, clients really enjoy it. It's really the gold standard if you will for analytics products. The thing that excites us, and the thing that Frank and I have spent some time talking about is, Virtu is a global market making firm and its core. We have access to 235 different markets in 36 different countries. We know markets-and-markets structure. We do our own TCA with respect to our market making capabilities. We do market analysis on every order that we place into…

Your next question comes from the line of Christopher Allen from Compass Point. Please go ahead. Your line is open.

Good morning, guys. Congrats on the deal. I just wanted to ask, ITG's core brand has been there is an independent agency broker, obviously, Virtu's market maker a little bit different business. And just how do you kind of reconcile potential customer dis-synergies? What's the level of customer overlap? The onetime, ITG has gotten in trouble with its customers, obviously the project - the omega issue, where it was kind of hooking again to Market Making and argue with damage this brand were digging out from there. So just trying to think about how you guys are thinking about potential revenue dis-synergies moving forward? And I guess I talked about the percent of revenues synergies, but I think the assumption out there for the market is going to be at decent level of revenue dis-synergies?

Yeah, absolutely, it's a great question. Obviously, we're cognizant of it, we have great respect for the ITG brand as an independent and we're obviously very aware of the foothold or more that they had in 2015. I think the issue in 2015 was that they were engaged in prop trading and candidly hadn't been upfront with their clients. That's really ultimately what the issue is and Virtu, and it starts with me, is all about transparency and being very upfront and direct with our - with any counterparty, not just a customer, any counterparty that we deal with. And so obviously, the universe is going to know and clients will know that we are a very significant prop and retail Market Making firm and we always will be. We have been in this business for - the institutional business since 2015 on a legacy Virtu basis, when we acquired Knight in 2017, they had been in the business for over 20 years. This is not a new phenomenon. It's also not a new phenomenon of sell side, every bank that we deal with. And that you are very well aware has this conflict as well. They've got prop Market Making, they've got customers and what not. And so there are mechanisms in place to make that happen. I would argue this actually makes the offering that much better for a couple of reasons. First is, the same scale technology and understanding of market structure and indeed access to the markets that we use for our Market Making business, the same basic core DNA, which has to be cutting edge, which has to be updated, hourly, and daily, and weekly, that we use for Market Making business. Because if it's not acute and at the tip of the spear, it…

Got it. Just one quick follow-up. ITG has been looking to diversify into other asset class such FX and fixed income in recent periods, but really, at the end of the day, it's an equity shop. Obviously, and you get to even bigger equities, I mean, how we thought about that from asset class perspective and any sort of diversify away from equities over time?

Yeah, I think, it's great. I mean, we've seen a lot of organic growth in our equities business, you'll see hopefully a further manifestation of that in the fourth quarter. So this is an asset class that we enjoy where knowledgeable or market leader in. I think the most important think is the - and I will talk about the ITG U.S. franchise. But ITG really has a first rate franchise in Canada, in Europe, and in Asia, throughout - pan-Asia. And that's really the diversification, if you will that we get from this transaction. We have a smaller European institutional business, we have nothing in Canada, and nothing in Asia. The unique thing about this transaction is, we've been an ITG customer since the first day we started Virtu basically. We have been a consumer of their analytics products. We have been a market maker in all the POSIT pools around the world. Our experience in POSIT Canada has been nothing, but fabulous. They're one of the best run exchanges, dark pools, whatever you want to call of the 235 that we interact with. Is that level of interaction, that has really got us excited about the transaction. So I am not at all concerned about the further concentration of global equities, obviously, this is not market making, it's institutional. So it's very different, and I think very synergistic for the reasons that I described before in terms of our ability to provide unique liquidity to the end users. And again, at the end of the day, as you did say, ITG has tried to get into other asset classes both as an agency broker, and as well as an analytics provider. And Virtu is going to accelerate that growth. So very excited about, I think, the most important takeaway, Chris, is that we really are diversifying our revenue base. Pro forma, it's around 37%, 38% will be non-transactional revenue, obviously, we love legacy Virtu and Knight in the transactional revenue, and - but it will mute some of the volatility in terms of our earnings to bring us a real consistency to our results, hopefully in 2019 and beyond.

Yeah, I think, Chris, the thing I'd add is short, I think it's more concentrating U.S. equities with - in equities globally which we are not concerned about. But it is also diversifies us significantly geographically, right. So Virtu's standalone business, depending on what period you're looking at, is under 15% outside the U.S. And obviously, ITG's global franchise, we'll get to about 20% to 25% outside the U.S.

[Operator Instructions] Your next question comes from the line of [Tony Rener from Optocas] [ph]. Please go ahead. Your line is open.

Hey, good morning. Congrats on the deal. Two quick - just point questions. Is your dividends, are you able to get dividends on this? Is there new dividends during the deal?

Our dividend policy will continue, yes.

And you mentioned quickly break fees is a reverse break fee on it?

No.

Okay. Then I have a good one. Congrats.

Thank you.

[Operator Instructions] And there are no further questions at this time. I will now turn the call back to Doug for closing comments.

Operator, hold on. Alex is back in the queue. We could, I'm happy to take the call, a follow-up from Alex, if he has one. I see them on the queue line.

Your next question comes from the line of Alex Kramm from UBS. Please go ahead. Your line is open.

Yes. Thank you for taking my follow-up. Yeah, I mean, listen, since this is an earnings call and there's not a lot of questions being asked, I mean, maybe you can talk a little bit about the fourth quarter, I mean, you gave some coming attractions already or you noted a little bit that things are going well. But anything else, you can add, I mean, I think Cboe for example, highlighted the increased volatility and single dispersions, single stocks rating, I mean, any sort of color that we should think through in terms of how the base business is doing and what we should be focused on.

Yeah. Great question. Yeah, I did give some highlights, in particular, our excitement about the execution services business, which is - goes without saying, it's a commission-based business, right. So it's highly dependent on volumes in particular. But what my remarks, and what I said was relative to the volumes, particularly in VES, we outperformed and I give a lot of credit to our guys, Steve Coley, in particular, in terms of having now fully integrated in the U.S. and in Europe or institutional sales technology with the KCG one. And now we're offering a truly homogeneous product with access to our unique liquidity as well. So I think that's been a bit of a game changer in terms of the Market Making segment. Again, you can look at the same metrics that I look at out, in terms of volumes right from October to the third quarter they have been elevated as well as the VIX. But also more importantly, which I always reference you guys to is realized volatility vis-à-vis October as compared to the third quarter is up pretty significantly around 200%, right. So again, don't just take our third quarter earnings and multiply them by 200%, right. It's a little more nuance than that. But what I would say is a general matter and as well you can look at the retail volumes that IBKR puts out. I don't know. Have they put out October? They have. Yeah, it's actually gone down a little bit. So, all that being said, the environment in October and in the first couple of days here in November is as I said in my remarks materially better than it was in the third quarter. We don't do guidance, because if I did it, every time I would give it, I would be wrong. It's one of the reasons, I guess, we're doing this acquisition on some levels. I had - in the first quarter I talked about how the market was better. And I think people misconstrued what that really meant. And so, at the end of the day, it's early in the quarter. We're about a third of our way through. We're very happy with the return of volatility. We'll see what happens from the mid-term elections last night. Obviously, a bit of mixed message and it looks like the marketplace is up. But we continue to pound away here in terms of getting the final KCG synergies. And obviously, we're very excited to undertake this integration project.

All right, and maybe just like a last quick on here. I don't think I saw in the presentation either. But, Joe, interest rate assumptions for this deal, if I look at the last page, obviously, you've shown net interest. But I think…

LIBOR plus 300.

I'm sorry.

LIBOR plus 300.

Okay. All right, sorry, if I missed that. Thanks again.

You didn't miss it.

No problem.

Your next question comes from the line of Chris Allen from Compass Point. Please go ahead. Your line is open.

Hey, guys. I just wanted to follow up just on the recent Market Data Roundtable and then the broker disclosure changes coming out of the SEC. Basically, I was wondering how you guys are thinking about how it plays out moving forward?

Sure, so good question. Obviously, I was there. I was on the first panel. And I thought there was some productive back and forth. And obviously, there were some emotion and whatnot. I think at the end of the day, this isn't really about Virtu, it's about the industry. We submitted a letter with 23 other great firms. It was a cross section of retail institutional, i.e., acts as an exchange. We submitted that letter a little over a year ago. And basically what we asked the SEC at that time was to undertake a review of market data and connectivity cost to just ensure that they were in compliance with the mandates of the Securities Exchange Act of 1934, which with respect to core products as you very well-known requires that the cost be approved if you will; and then, with respect to noncore products, arguably the prop fees and connectivity that they'd be paraphrasing somewhat, that they'd be fair and reasonable. Our goal ultimately is just transparency. We're not anti-exchange. We value the exchanges. They're business partners with us. We do a lot of business with them, both here and abroad and other asset classes. So this isn't about fight between brokers and exchanges. It's just really a fundamental fight about fairness, compliance with the mandates of the Securities Exchange Act. And we're not focused on who made more money, this and that, and then all the noise and the nonsense around five banks made this kind of money, all that kind of stuff. That's completely irrelevant to us. There is a statute here. There is commission that rule 5 to 0 that they thought some of these - that at least two of the filings were not consistent with the mandates to the 34 Act. Obviously, that's…

Thanks, guys.

Thank you.

And there are no further questions at this time. I will now turn the call back over to Doug for closing comments.

Actually, I'm sorry, operator, we just noticed that Zach from Morgan Stanley is now in with the call, and with a question. Can we have Zach's question and then we'll end the call?

Your next question comes from the line of Zach Feierstein from Morgan Stanley. Please go ahead. Your line is open.

Hey, guys. Thanks for taking the question. Just want to see what do you think it takes in your view to succeed and win long-term in the agency execution services business, given that it's not really in your historical DNA?

Yeah, sure. Well, it's a great question. Obviously, it is in the Knight DNA, right, so Knight has been in the business for a really long, long time. I think ultimately what you're seeing in the institutional agency business is the same thing that we have been experiencing for the last 10 years or so in the market making segment, which is that the marketplace, market participants, competitive forces, the complexity of the market is demanding technological evolution, automation, efficiency and scale. That's really where the business has gone. Commission, prices and commission are not going to go back up. In the same way that bid offer spreads are not going back to a quarter, right. So the model of Virtu was always about scale, efficiency, applying technology to a pretty simple function, being a financial intermediary, being transparent about it and using technology, automation and scale to be a profitable enterprise, because you can deliver those services globally across asset classes. The exact same principles apply to the institutional agency business. So we're going to be scaled, we're going to be automated, we're going to be efficient, we're going to be virtuous, we're going to be transparent. We're going to provide the best possible service we can, because ultimately, this isn't rocket science, right, we're going to make it - it's a simple proposition. A client has an interest in accessing a market and we're going to do it in the most efficient, transparent and understandable way and simplest way that that client - and then we're going to explain to the client what we did and then we're going to be compensated for that. That's the business model, and we're going to do that across asset classes and across geographies. And so, we think we're the right firm to do that. We think we have acquired today the premier brand with literally thousands and thousands of customers around the globe that have that trust around what ITG has been doing. And so, all we're going to do is take that trust and extrapolate it using technology, automation, transparency, to have the end product and the solution be that much better for the end user. So the same philosophy that we've applied to the market making segment, we're going to apply now to this institutional agency offering. It's really all about trust, transparency and using technology to enable a client's interest, full stop.

Thanks for that. And just one more for me, I think Joe you mentioned the KCG deal got you 58% like in that cost synergies and modeling about 30% in the ITG expense base initially. Could you help us understand just what the gap is there and maybe if there is upside potentially where that we could see that come from?

Yeah, well, look it's a different business as you point out. I think that there were a number of different businesses at KCG, old get-go business that really wasn't integrated fully when we closed. And you had the legacy, the GQS business that we pointed out in some of the subsequent materials when we closed. So I think there was just a bunch of different verticals. I think this is a more concise business, a more global business. So we're - we don't have - we have good solid businesses in Europe and Asia. But ITG's global franchise is more extensive than others. So I think we are looking at that and trying to look at what's achievable in front of us. And we feel very good about the number we put in here.

Great. Thanks for the color. I appreciate it.

Thank you.

Thank you. And, operator, I'll wrap up now. Thank you everybody for taking the time this morning to hear about our story. Obviously, as I've said 73 times today, we're very, very excited about this acquisition. ITG is truly a fabulous global brand with some terrific people. We look forward to getting to know them and integrating them into the Virtu family. So thank you, everybody, for your time this morning.

This concludes today's conference call. You may now disconnect.