LPL Financial Announces Pricing of Senior Unsecured Notes Offering
March 04 2021 - 4:59PM
LPL Financial Holdings Inc. (Nasdaq: LPLA) today announced that its
wholly owned subsidiary, LPL Holdings, Inc. (“LPL Holdings”), has
priced its offering of $900 million in aggregate principal amount
of senior unsecured notes (the “senior notes”). In addition, LPL
Holdings secured commitments to increase the size of its revolving
credit facility from $750 million to $1,000 million and
extend the maturity date of the revolving credit facility from 2024
to 2026 (the “credit agreement amendment”). As previously
announced, LPL Holdings intends to use the net proceeds from the
senior notes offering, together with cash available for corporate
use, to redeem its existing $900 million of senior unsecured notes
due 2025 (the “2025 Notes”) and to pay fees and expenses related to
the senior notes offering and the credit agreement amendment.
The senior notes will bear interest at a rate of 4.00% to be
paid semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15,
2021. The senior notes were priced at 100% of the aggregate
principal amount, and will mature on March 15, 2029. The
issuance of the senior notes is expected to occur on March 15,
2021, concurrently with the expected closing of the credit
agreement amendment and redemption of the 2025 Notes, subject to
customary closing conditions. The issuance of the senior notes will
not be conditioned on the closing of the credit agreement amendment
or the redemption of the 2025 Notes. Nothing in this press release
shall constitute a notice of redemption for the 2025 Notes and any
such redemption of the 2025 Notes would be made in accordance with
the terms of the applicable indenture.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the senior notes. The senior notes
have not been, and will not be, registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933. The senior notes are
being offered only to persons reasonably believed to be qualified
institutional buyers in the United States in reliance on Rule 144A
under the Securities Act of 1933 and outside the United States only
to non-U.S. investors pursuant to Regulation S.
Forward-Looking StatementsStatements in this
press release regarding LPL Holdings’ plans to enter into a credit
agreement amendment and offer senior notes, including the
anticipated use of the proceeds therefrom and the anticipated sizes
of the senior secured credit facilities and the senior notes
offering, as well as any other statements that are not related to
present facts or current conditions or that are not purely
historical, constitute forward-looking statements. These
forward-looking statements are based on the Company's historical
performance and its plans, estimates, and expectations as of March
4, 2021. The words “expects”, “intends”, and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward- looking statements are not guarantees that the future
results, plans, intentions, or expectations expressed or implied
will be achieved. Matters subject to forward-looking statements
involve known and unknown risks and uncertainties, including
economic, legislative, regulatory, competitive, and other factors,
which may cause actual results, or the timing of events, to be
materially different from those expressed or implied by
forward-looking statements. Important factors that could cause or
contribute to such differences include: the market conditions,
which will affect whether LPL Holdings will be able to close on the
credit agreement amendment and the sale of the senior notes; and
satisfaction of closing conditions related to the proposed
transactions. LPL can give no assurance that the credit agreement
amendment or senior notes offering will be completed. Forward-
looking statements in this press release should be evaluated
together with the risks and uncertainties that affect the business
of LPL Financial Holdings Inc. (together with its subsidiaries, the
“Company”), including the risk factors set forth in Part I, “Item
1A. Risk Factors” in the Company's 2020 Annual Report on Form 10-K,
as may be amended or updated in the Company’s Quarterly Reports on
Form 10-Q or other filings with the SEC. Except as required by law,
the Company specifically disclaims any obligation to update any
forward-looking statements as a result of developments occurring
after the date of this press release, even if its estimates change,
and you should not rely on statements contained herein as
representing the Company's views as of any date subsequent to the
date of this press release.
About LPL FinancialLPL Financial
(https://www.lpl.com) is a leader in the retail financial advice
market, the nation’s largest independent broker/dealer(+) and a
leading custodian (or provider of custodial services) to RIAs. We
serve independent financial advisors and financial institutions,
providing them with the technology, research, clearing and
compliance services, and practice management programs they need to
create and grow thriving practices. LPL enables them to provide
objective guidance to millions of American families seeking wealth
management, retirement planning, financial planning and asset
management solutions.
+ Based on total revenues, Financial Planning magazine June
1996-2020.
Securities and Advisory Services offered through LPL Financial
LLC, a Registered Investment Advisor. Member FINRA/SIPC.
Investor Relations - Chris Koegel, (617) 897-4574Media Relations
– Lauren Hoyt-Williams, (980) 321-1232
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