01—Abstract
Summary
Summary of the 8-K filed May 20, 2024. Cited figures are marked; the original filing is the authoritative source.
LPL Holdings, Inc., a wholly-owned subsidiary of LPL Financial Holdings Inc. (the Guarantor), completed on May 20, 2024 the issuance of $500 milliona of 5.700% Senior Notes due 2027 and $500 million of 6.000% Senior Notes due 2034.
The notes are senior unsecured obligations of LPL Holdings, fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc. Net proceeds are intended for general corporate purposes, including repaying outstanding revolving credit facility borrowings and financing the acquisition of Atria Wealth Solutions, Inc. (the Atria Acquisition). The 2027 Notes carry a special mandatory redemption at 101%b of principal, plus accrued interest, if the Atria Acquisition is not consummated on or before March 7, 2025, if the company notifies the trustee it will not pursue the acquisition, or if the purchase agreement is terminated without consummation. The 2034 Notes are not subject to this special mandatory redemption.
Both series pay interest semi-annually beginning November 20, 2024 and are redeemable before their par call dates at the greater of a make-whole price and par. Separately, LPL Holdings entered into an eighth amendment to its credit agreement, increasing the revolving credit facility from $2 billion to $2.25 billionc and extending its maturity to the fifth anniversary of the Effective Date. The notes were issued under the company's shelf registration statement on Form S-3.
02—Key points
Key Highlights
- Issued $500 million of 5.700% Senior Notes due May 20, 2027 and $500 million of 6.000% Senior Notes due May 20, 2034 on May 20, 2024.
- Notes are senior unsecured obligations of LPL Holdings, Inc., fully and unconditionally guaranteed by LPL Financial Holdings Inc.
- Proceeds intended for general corporate purposes, including repaying revolver borrowings and financing the Atria Wealth Solutions acquisition.
- 2027 Notes face a special mandatory redemption at 101% of principal if the Atria Acquisition is not consummated by March 7, 2025 or the purchase agreement is terminated; 2034 Notes are not subject to this feature.
- Revolving credit facility increased from $2 billion to $2.25 billion, with maturity extended to the fifth anniversary of the Effective Date under the eighth amendment to the credit agreement.
- Interest on both note series is payable semi-annually on May 20 and November 20, commencing November 20, 2024.
- Notes were registered under the company's and Guarantor's shelf registration statement on Form S-3.
03—Questions
Frequently Asked Questions
What debt did LPL issue on May 20, 2024?
LPL Holdings, Inc. issued $500 million of 5.700% Senior Notes due 2027 and $500 million of 6.000% Senior Notes due 2034, with the 2027 Notes maturing May 20, 2027 and the 2034 Notes maturing May 20, 2034.
Who guarantees the Senior Notes?
The notes are fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc., the parent Guarantor.
What is the purpose of the offering?
The company intends to use net proceeds for general corporate purposes, including repaying outstanding borrowings under its revolving credit facility and financing the acquisition of Atria Wealth Solutions, Inc.
When would the 2027 Notes be redeemed early at 101%?
If the Atria Acquisition does not close on or before March 7, 2025, the company notifies the trustee it will not pursue the acquisition, or the purchase agreement is terminated without consummation, the 2027 Notes must be redeemed at 101% of principal plus accrued interest. The 2034 Notes are not subject to this redemption.
How did the revolving credit facility change?
Under the eighth amendment to the credit agreement, the revolving credit facility increased from $2 billion to $2.25 billion, and its maturity was extended to the fifth anniversary of the Effective Date.
04—Continue