LPL Financial Holdings Inc. (NASDAQ:LPLA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Issuance of 5.750% Senior Notes due 2025
On March10, 2017 (the Effective Date), LPL Holdings, Inc. (LPL
Holdings), a wholly owned subsidiary of LPL Financial Holdings
Inc. (the Company), completed the issuance and sale of
$500million aggregate principal amount of 5.750% Senior Notes due
2025 (the Notes). The Notes were issued to an Indenture, dated
March10, 2017, among LPL Holdings, U.S. Bank National
Association, as trustee, and certain subsidiaries of LPL Holdings
as guarantors. The net proceeds from the Notes offering, together
with proceeds from the new senior secured Term Loan B and cash
from LPL Holdings balance sheet, was used to refinance LPL
Holdings existing senior secured credit facilities, to pay fees
and expenses related to the notes offering and the refinancing.
The Notes are unsecured obligations of LPL Holdings, will mature
on September15, 2025 and will bear interest at the rate of 5.750%
per year, with interest payable semi-annually on March15 and
September15 of each year, beginning on September15, 2017. LPL
Holdings may redeem all or part of the Notes at any time prior to
March15, 2020 (subject to a customary equity claw redemption
right) at 100.000% of the principal amount redeemed plus a
make-whole premium. Thereafter LPL Holdings may redeem all or
part of the Notes at annually declining redemption premiums until
March15, 2023, at and after which date the redemption price will
be equal to 100.000% of the principal amount redeemed.
The foregoing description of the Notes is qualified in its
entirety by reference to the indenture relating thereto, a copy
of which is filed as Exhibit 4.1 to this Current Report on
Form8-K.
Senior Secured Credit Facilities
LPL Holdings refinanced its existing senior secured credit
facilities on the Effective Date by entering into a fourth
amendment agreement (the Amendment), which amended and restated
the Credit Agreement, dated as of March29, 2012, among LPL
Holdings, the Company, JPMorgan Chase Bank, N.A., as
administrative agent (Administrative Agent), swing line lender
and letter of credit issuer, and the lenders and the other
parties party thereto from time to time (as amended by the first
amendment and incremental assumption agreement, dated as of
May13, 2013, the second amendment, extension and incremental
assumption agreement dated as of October1, 2014, the consent to
amendment agreement dated as of November21, 2014 and the third
amendment, extension and incremental assumption agreement, dated
as of November20, 2015, the Existing Credit Agreement) (the
senior credit facilities as so amended and restated, the New
Credit Agreement) and amended the Security Agreement (as defined
in the Existing Credit Agreement).
to the Amendment, LPL Holdings refinanced all of its outstanding
term loans with a new $1,700million seven year Term Loan B
facility and refinanced its existing revolving credit facility
with a new five year $500million revolving credit facility.
Borrowings under the new Term Loan B facility bear interest at a
rate per annum of 250 basis points over the Eurodollar Rate (as
defined in the New Credit Agreement), and have no leverage or
interest coverage maintenance covenants. Borrowings under the new
revolving credit facility bear interest at a rate per annum
ranging from 150 to 200 basis points over the Eurodollar Rate,
depending on the Consolidated Secured Debt to Consolidated EBITDA
Ratio (as defined in the New Credit Agreement). The Eurodollar
Rate option is the one, two, three or six month LIBOR rate, as
selected by LPL Holdings, or, with the approval of the applicable
lenders, twelve month LIBOR rate or the LIBOR rate for another
period acceptable to the Administrative Agent (including a
shorter period). The Eurodollar Rate is subject to an interest
rate floor of 0.0%.
The new Term Loan B facility requires scheduled quarterly
amortization payments (commencing with the fiscal quarter ending
June30, 2017), each equal to 0.25% of the original principal
amount of the loans under the new Term Loan B facility.
The New Credit Agreement requires the same mandatory prepayments
as provided under the Existing Credit Agreement, except that the
50% excess cash flow prepayment is subject to a step down to 25%
of excess cash flow if total net leverage is less than or equal
to 3.50:1.00.
Voluntary prepayments of the new Term Loan B facility in
connection with a Repricing Transaction, as defined in the New
Credit Agreement, on or prior to six months after the Effective
Date will be subject to a call premium of 1.0%. Otherwise,
outstanding loans under the new Term Loan B facility may be
voluntarily prepaid at any time without premium or penalty.
The new revolving credit facility requires LPL Holdings and its
restricted subsidiaries to comply with a maximum Consolidated
Total Debt to Consolidated EBITDA Ratio (as defined in the New
Credit Agreement) and a minimum Consolidated EBITDA to
Consolidated Interest Expense Ratio (as defined in the New Credit
Agreement), tested as of the last day of each fiscal quarter. The
breach of this covenant is subject to certain equity cure rights.
In addition, the New Credit Agreement contains customary
affirmative and negative covenants and events of default.
The foregoing description of the senior secured credit facilities
is qualified in its entirety by reference to the amendment
agreement relating thereto, a copy of which is filed as Exhibit
10.1 to this Current Report on Form8-K.
| Item2.03 |
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.
| Item7.01 | Regulation FD Disclosure. |
On March10, 2017, the Company issued a press release announcing
the completion of LPL Holdings leverage-neutral debt refinancing.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Exhibit 99.1 shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities under that Section
and shall not be deemed to be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
4.1 |
Indenture, dated March 10, 2017, among LPL Holdings, U.S. Bank National Association as trustee and certain subsidiaries of LPL Holdings as guarantors. |
|
|
10.1 |
Fourth Amendment Agreement, dated March10, 2017, among the Company, LPL Holdings, the other credit parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent, and the other parties thereto. |
|
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99.1 |
Press Release dated March 10, 2017 (LPL Financial Announces Completion of Leverage-Neutral Debt Refinancing ) |
About LPL Financial Holdings Inc. (NASDAQ:LPLA)
LPL Financial Holdings Inc. is a broker-dealer, a custodian for registered investment advisors (RIAs) and an independent consultant to retirement plans. The Company provides a platform of brokerage and investment advisory services to independent financial advisors (its advisors), including financial advisors at approximately 700 financial institutions across the country. Through its advisors, the Company is a distributor of financial products and services in the United States. The Company provides its technology and service to advisors through a technology platform that is server-based and Web-accessible. The Company’s platform provides access to approximately 790 product providers that offer the various product lines, such as insurance-based products, alternative investments, structured products, mutual funds, separately managed accounts, exchange traded products, unit investment trusts, retirement plan products and annuities. LPL Financial Holdings Inc. (NASDAQ:LPLA) Recent Trading Information
LPL Financial Holdings Inc. (NASDAQ:LPLA) closed its last trading session down -0.16 at 39.20 with 1,795,917 shares trading hands.