LPL Financial Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Issuance of 5.200% Senior Notes due 2030 and 5.650% Senior Notes due 2035
On February 26, 2025, LPL Holdings, Inc. (the “Company”), a wholly-owned subsidiary of LPL Financial Holdings Inc. (the “Guarantor”), completed the issuance and sale of $750.0 million aggregate principal amount of 5.200% Senior Notes due 2030 (the “2030 Notes”) and $500.0 million aggregate principal amount of 5.650% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Senior Notes”). The Senior Notes were issued pursuant to an Indenture, dated November 17, 2023, among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated February 26, 2025 (the “Fourth Supplemental Indenture”), and by the Fifth Supplemental Indenture, dated February 26, 2025 (the “Fifth Supplemental Indenture,” and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”). The Indenture contains customary covenants and events of default.
The Senior Notes are senior unsecured obligations of the Company and are fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor.
The sale of the Senior Notes has been registered with the Securities and Exchange Commission on the Company’s and the Guarantor’s shelf registration statement on Form S-3 (Registration Nos. 333-274631 and 333-274631-02).
The Company intends to use the net proceeds from the Senior Notes offering to repay outstanding borrowings under its revolving credit facility and for general corporate purposes.
The 2030 Notes will mature on March 15, 2030, and will bear interest at the rate of 5.200% per year, with interest payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The Company may redeem all or part of the 2030 Notes at any time and from time to time prior to February 15, 2030 (the “2030 Par Call Date”) at a redemption price equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2030 Notes matured on the 2030 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 15 basis points less (b) interest accrued to, but excluding, the redemption date, and (2) 100% of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the 2030 Par Call Date, the Company may redeem the 2030 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The 2035 Notes will mature on March 15, 2035, and will bear interest at the rate of 5.650% per year, with interest payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The Company may redeem all or part of the 2035 Notes at any time and from time to time prior to December 15, 2034 (the “2035 Par Call Date”) at a redemption price equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 Notes matured on the 2035 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fifth Supplemental Indenture) plus 20 basis points less (b) interest accrued to, but excluding, the redemption date, and (2) 100% of the principal amount of the 2035 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the 2035 Par Call Date, the Company may redeem the 2035 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The foregoing descriptions of the Senior Notes and the Indenture are qualified in their entirety by reference to the Base Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Form of 5.200% Senior Note due 2030 and the Form of 5.650% Senior Note due 2035, copies of which are filed as Exhibits 4.1, 4.2, 4.3. 4.4 and 4.5, respectively, to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LPL FINANCIAL HOLDINGS INC. | ||
| By: | /s/ Althea Brown | |
| Name: | Althea Brown | |
| Title: | Chief Legal Officer and Secretary | |
Dated: February 26, 2025