01—Abstract
Summary
Summary of the 8-K filed April 3, 2025. 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 April 3, 2025 the issuance of $500,000,000a aggregate principal amount each of 4.900% Senior Notes due 2028, 5.150% Senior Notes due 2030, and 5.750% Senior Notes due 2035, totaling $1.5 billion.
The notes are senior unsecured obligations of LPL Holdings, fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc., and were registered under the companies' Form S-3 shelf registration statement. The underwriting agreement was dated April 1, 2025.
The company intends to use the net proceeds, together with net proceeds from the Guarantor's common stock offering that closed on April 2, 2025, available cash, and borrowings under its revolving credit facility, to finance the acquisition of Commonwealth Financial Network ("Commonwealth") and, to the extent any proceeds remain, for general corporate purposes. The notes carry a special mandatory redemption feature: if the Commonwealth acquisition is not consummated on or before December 28, 2025, if the company notifies the trustee it will not pursue the acquisition, or if the purchase agreement is terminated without consummation, all outstanding notes must be redeemed at 101%b of principal plus accrued interest.
02—Key points
Key Highlights
- Issued $500 million each of 4.900% Senior Notes due 2028, 5.150% Senior Notes due 2030, and 5.750% Senior Notes due 2035, for $1.5 billion in total principal
- Notes are senior unsecured obligations of LPL Holdings, Inc., fully and unconditionally guaranteed by LPL Financial Holdings Inc.
- Proceeds, combined with the April 2, 2025 common stock offering proceeds, cash, and revolver borrowings, are earmarked to finance the acquisition of Commonwealth Financial Network
- Special mandatory redemption at 101% of principal is triggered if the Commonwealth acquisition does not close by December 28, 2025 or is abandoned or terminated
- Optional redemption prior to par call dates is at the greater of make-whole (Treasury Rate plus 20 basis points for the 2028 and 2030 notes, 25 basis points for the 2035 notes) or par
- Interest is payable semi-annually; 2028 Notes pay on April 3 and October 3 starting October 3, 2025, while 2030 and 2035 Notes pay on June 15 and December 15 starting June 15, 2025
- Notes were issued under a Base Indenture dated November 17, 2023, supplemented by three supplemental indentures dated April 3, 2025
03—Questions
Frequently Asked Questions
What did LPL Holdings issue and for how much?
LPL Holdings, Inc. issued three series of senior notes, each with $500,000,000 aggregate principal amount: 4.900% Senior Notes due 2028, 5.150% Senior Notes due 2030, and 5.750% Senior Notes due 2035, for a total of $1.5 billion.
What is the purpose of the note offering?
The company intends to use the net proceeds, together with net proceeds from the Guarantor's common stock offering that closed on April 2, 2025, available cash, and revolving credit facility borrowings, to finance the acquisition of Commonwealth Financial Network and, to the extent any proceeds remain, for general corporate purposes.
What happens to the notes if the Commonwealth acquisition does not close?
If the Commonwealth acquisition is not consummated on or before December 28, 2025, the company notifies the trustee it will not pursue the acquisition, or the purchase agreement is terminated without consummation, the company must redeem all outstanding Senior Notes at 101% of aggregate principal amount, plus accrued and unpaid interest.
Who guarantees the notes and what is their ranking?
The Senior 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.
When do interest payments begin and how often are they made?
Interest is payable semi-annually. The 2028 Notes pay on April 3 and October 3 of each year, beginning October 3, 2025. The 2030 and 2035 Notes pay on June 15 and December 15 of each year, beginning June 15, 2025.
04—Continue