01—Abstract
Summary
Summary of the 8-K filed February 26, 2025. Cited figures are marked; the original filing is the authoritative source.
LPL Holdings, Inc., a wholly-owned subsidiary of LPL Financial Holdings Inc. (LPLA), completed on February 26, 2025 the issuance and sale of $750.0 milliona aggregate principal amount of 5.200% Senior Notes due 2030 and $500.0 million aggregate principal amount of 5.650% Senior Notes due 2035.
The notes were issued under a November 17, 2023 base indenture with U.S. Bank Trust Company, National Association as trustee, as supplemented by fourth and fifth supplemental indentures dated February 26, 2025. The notes are senior unsecured obligations of LPL Holdings, Inc. and are fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc. The offering was registered under the companies' shelf registration statement on Form S-3. The company intends to use the net proceeds to repay outstanding borrowings under its revolving credit facility and for general corporate purposes.
The 2030 Notes mature March 15, 2030, and may be redeemed before February 15, 2030 at a make-whole price based on the Treasury Rate plus 15 basis points, and at par plus accrued interest thereafter. The 2035 Notes mature March 15, 2035, and may be redeemed before December 15, 2034 at a make-whole price based on the Treasury Rate plus 20 basis points, and at par plus accrued interest thereafter. Interest on both series is payable semi-annually on March 15 and September 15, beginning September 15, 2025.
The filing also reports the notes' creation as a direct financial obligation under Item 2.03. The full terms are qualified by reference to the indentures and forms of notes filed as exhibits, including an opinion of Ropes & Gray LLP.
02—Key points
Key Highlights
- Issued $750.0 million of 5.200% Senior Notes due March 15, 2030 and $500.0 million of 5.650% Senior Notes due March 15, 2035, totaling $1.25 billion in principal.
- Notes are senior unsecured obligations of LPL Holdings, Inc., fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc.
- Net proceeds are intended to repay outstanding borrowings under the revolving credit facility and for general corporate purposes.
- 2030 Notes are redeemable before February 15, 2030 at the greater of a make-whole price (Treasury Rate plus 15 basis points) or par, plus accrued interest; at par plus accrued interest afterward.
- 2035 Notes are redeemable before December 15, 2034 at the greater of a make-whole price (Treasury Rate plus 20 basis points) or par, plus accrued interest; at par plus accrued interest afterward.
- Interest on both series is paid semi-annually on March 15 and September 15, beginning September 15, 2025.
- Offering was registered on the companies' shelf registration statement on Form S-3 (Registration Nos. 333-274631 and 333-274631-02).
03—Questions
Frequently Asked Questions
How much debt did LPL issue and what are the terms?
LPL Holdings, Inc. issued $750.0 million of 5.200% Senior Notes due March 15, 2030 and $500.0 million of 5.650% Senior Notes due March 15, 2035. Both series pay interest semi-annually on March 15 and September 15, starting September 15, 2025.
Who guarantees the notes?
The notes are fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc., the parent company.
What will the proceeds be used for?
The company intends to use the net proceeds to repay outstanding borrowings under its revolving credit facility and for general corporate purposes.
Can the company redeem the notes early?
Yes. Before February 15, 2030 for the 2030 Notes and before December 15, 2034 for the 2035 Notes, the company may redeem at the greater of a Treasury Rate-based make-whole price (plus 15 and 20 basis points, respectively) or par, plus accrued interest. Afterward, redemption is at 100% of principal plus accrued interest.
Who is the trustee and where are the full terms?
U.S. Bank Trust Company, National Association is the trustee. The full terms are set out in the base indenture dated November 17, 2023, the fourth and fifth supplemental indentures dated February 26, 2025, and the forms of notes, which are filed as Exhibits 4.1 through 4.5 to the Form 8-K.
04—Continue