M&A - LPL Financial Holdings Inc.

Form Type: 424B5

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071881

Filing Summary: LPL Financial Holdings Inc. is offering $1.5 billion in senior notes in a public offering to finance the acquisition of Commonwealth Financial Network. The offering consists of three tranches of notes maturing in 2028, 2030, and 2035, with interest rates of 4.900%, 5.150%, and 5.750%, respectively. The net proceeds will also cover general corporate purposes. The Commonwealth Acquisition has a price of approximately $2.7 billion and is expected to close in the second half of 2025, contingent on regulatory approvals. The offering will not be conditioned on the completion of the acquisition. Should certain conditions regarding the acquisition not be met, the notes will face special mandatory redemption. LPL Financial is a leading independent broker-dealer serving around 29,000 financial advisors and handling approximately $1.7 trillion in assets.

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Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525072396

Filing Summary: On April 3, 2025, LPL Financial Holdings Inc. reported the completion of the issuance and sale of $1.5 billion of Senior Notes, comprising of 4.900% Notes due 2028, 5.150% Notes due 2030, and 5.750% Notes due 2035. The proceeds from this issuance, alongside proceeds from a recent common stock offering and other available resources, will be used to finance the acquisition of Commonwealth Financial Network. The Senior Notes are senior unsecured obligations of LPL Holdings, Inc., fully guaranteed by LPL Financial Holdings Inc. The notes feature standard covenants and events of default. They provide specific redemption rights prior to their respective maturity dates, with mandatory redemption conditions tied to the Commonwealth Acquisition.

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Form Type: 424B5

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525070587

Filing Summary: LPL Financial Holdings Inc. is offering 4,687,500 shares of common stock at a public offering price of $320 per share, aiming to raise approximately $1.5 billion in connection with the acquisition of Commonwealth Financial Network for about $2.7 billion in cash. The transaction is expected to close in the second half of 2025, subject to regulatory approvals and customary closing conditions. LPL has also granted underwriters a 30-day option to purchase up to 703,125 additional shares. The most recent trading price for LPL's common stock was $336.89. The offering's proceeds will predominantly fund the acquisition, with any leftover to be used for general corporate purposes, as detailed in the use of proceeds section. The firm is one of the largest independent broker-dealers in the nation, supporting around 29,000 financial advisors and managing significant advisory assets.

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Form Type: 424B5

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525069720

Filing Summary: LPL Financial Holdings Inc. has filed a preliminary prospectus supplement for the offering of $ _________ aggregate principal amount of senior notes, which are intended to finance the acquisition of Commonwealth Financial Network for approximately $2.7 billion in cash. This acquisition is subject to regulatory approvals, but the notes offering is not contingent upon the acquisition's completion. The firm announced the pricing of an equity offering which is expected to yield net proceeds of approximately $1,458.8 million. The acquisition aims to bolster LPL's position in the advisor-mediated marketplace, expanding its service offerings and financial capabilities. The Commonwealth network includes 2,900 independent financial advisors managing approximately $285 billion in assets. The notes will be guaranteed by LPL Financial Holdings Inc. and will carry various risks associated with investing in unsecured notes, including subordination to future obligations.

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Form Type: 424B5

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525067673

Filing Summary: On March 31, 2025, LPL Financial Holdings Inc. announced a definitive purchase agreement to acquire Commonwealth Financial Network for approximately $2.7 billion in cash, subject to customary adjustments. The acquisition is expected to close in the second half of 2025, pending regulatory approvals and other closing conditions. The offering involves $1.5 billion of shares of common stock, with an additional 30-day option for underwriters to purchase up to $225 million of additional shares. Proceeds from this offering will primarily fund the cash consideration for the Commonwealth Acquisition, and any remaining proceeds will be used for general corporate purposes. The offering is not conditioned upon the completion of the Commonwealth Acquisition.

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Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525067661

Filing Summary: On March 28, 2025, LPL Financial Holdings Inc. announced that its subsidiary, LPL Holdings, has entered into an Equity Purchase Agreement to acquire all outstanding interests of CFN Holding Company, LLC from Gratitude Holdings, Inc. and Odd Couple, Inc. for $2.7 billion in cash. The transaction is subject to customary adjustments and has been approved by all involved boards of directors. Financing for the deal will come from corporate cash, borrowing against a revolving credit facility, and potential debt and equity issuances. A senior unsecured bridge loan facility of $2.6 billion has been arranged as part of this financing. The completion of the transaction relies on various conditions, including regulatory approvals, and may extend the timeline if not finalized by December 28, 2025. Additionally, a press release and presentation regarding the acquisition were issued on March 31, 2025, detailing the strategic implications and planned integration of Commonwealth into LPL Financial's operations. The agreement contains customary representations and warranties which will expire upon closing, and LPL Holdings has secured representations and warranties insurance for added security.

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Form Type: 10-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000139791125000018

Filing Summary: LPL Financial Holdings Inc. reported significant acquisition activities, specifically the acquisition of Atria Wealth Solutions Inc. This strategic move showcases the company's ongoing commitment to expanding its market presence and service offerings. Additionally, the firm highlighted various financial metrics related to its revenue streams, including growth in advisory assets and increases in client engagement through enhanced services. These acquisitions are expected to further bolster LPL's capabilities in asset management and financial planning, positioning the company for sustained growth in an evolving financial landscape.

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