UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
February 24, 2017
Date of report (date of earliest event reported)
LPL Financial Holdings Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34963 | | 20-3717839 |
(State or other jurisdictions of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Nos.) |
75 State Street
Boston MA 02109
(Address of principal executive offices) (Zip Code)
(617)423-3644
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On February 24, 2017, LPL Financial Holdings Inc. issued a press release announcing that its wholly owned subsidiary, LPL Holdings, Inc. (“LPL Holdings”), plans to refinance its existing capital structure in a leverage-neutral transaction. LPL Holdings intends to amend the credit agreement governing its senior secured credit facilities, pursuant to which it expects to borrow a new term B loan in an original aggregate principal amount of $1,700 million, increase the size of its revolving credit facility to $500 million, raise $500 million in gross proceeds through an offering of senior notes, and make certain other changes. LPL Holdings intends to use the net proceeds from the offering of the notes and the new term B loan to repay LPL Holdings’ existing senior secured credit facilities and to pay accrued interest and related fees and expenses, with any excess net proceeds available for general corporate purposes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 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.
| Item 9.01 | Financial Statements and Exhibits. |
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| 99.1 | | Press Release dated February 24, 2017 (“LPL Financial Announces Proposed Leverage-Neutral Debt Refinancing”) |
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.
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| LPL FINANCIAL HOLDINGS INC. |
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| By: | | /s/ Matthew J. Audette |
| Name: | | Matthew J. Audette |
| Title: | | Chief Financial Officer |
Dated: February 24, 2017
