UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure. |
On May 14, 2024, LPL Financial Holdings Inc. (the “Company”) posted updates to its Debt Information webpage and to its Q2 2024 Outlook Summary, which can each be found at investor.lpl.com.
| Item 8.01 | Other Events. |
On May 13, 2024, the Company and its wholly owned subsidiary LPL Holdings, Inc. (“LPL Holdings”) entered into an underwriting agreement with the representatives of the underwriters named therein (the “Underwriting Agreement”), pursuant to which LPL Holdings has agreed to issue and sell $500 million in aggregate principal amount of senior notes due 2027 bearing interest at a rate of 5.700% per year at an issue price of 99.962% of their aggregate principal amount (the “2027 Notes”), and $500 million in aggregate principal amount of senior notes due 2034 bearing interest at a rate of 6.000% per year at an issue price of 99.703% of their aggregate principal amount (the “2034 Notes” and, together with the 2027 Notes, the “Notes”) in a registered public offering (the “Offering”) pursuant to the Company’s and LPL Holdings’ registration statement on Form S-3 (Registration File Nos. 333-274631 and 333-274631-02) (the “Registration Statement”). The Notes will be fully and unconditionally guaranteed on a senior and unsecured basis by the Company. The consummation of the Offering is subject to customary closing conditions.
LPL Holdings intends to use the net proceeds from the Offering for general corporate purposes, including to repay outstanding borrowings under its revolving credit facility and to finance the acquisition of Atria Wealth Solutions, Inc.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated May 13, 2024, among LPL Holdings, the Company, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named in Schedule 1 thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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/ Gregory M. Woods | |
| Name: | Gregory M. Woods | |
| Title: | Secretary | |
Dated: May 14, 2024