Filed Pursuant to Rule 424(b)(5)
File Number 333-274631 and 333-274631-02
The information in this preliminary prospectus supplement is not
complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 13, 2024
Preliminary Prospectus Supplement
(To
Prospectus dated November 1, 2023)
$
LPL Holdings, Inc.
$ % Senior Notes due 20
$ % Senior Notes due 20
Guaranteed as to the Payment of Principal and Interest by
LPL Financial Holdings Inc.
LPL Holdings,
Inc. (the Issuer) is offering $ aggregate principal amount of % Senior Notes due 20 (the 20 Notes) and $ aggregate principal amount of %
Senior Notes due 20 (the 20 Notes). We refer to the 20 Notes and the 20 Notes collectively as the Notes.
The 20 Notes will bear interest at the rate of % per year. The 20 Notes will mature on
, 20 . The 20 Notes will bear interest at the rate of % per year. The 20 Notes will mature on , 20 . The Issuer will pay interest on the Notes
semi-annually in cash in arrears on and of each year, beginning on and ending on the applicable maturity date.
We intend to use the net proceeds from this offering of our Notes for general corporate purposes, including to repay outstanding borrowings
under our Revolving Credit Facility (as defined herein) and to finance the acquisition (the Atria Acquisition) of Atria Wealth Solutions, Inc. (Atria). See Use of Proceeds.
On February 13, 2024, LPL Financial Holdings Inc., the Issuers parent company (the Guarantor), announced that the Issuer
had entered into a definitive purchase agreement (the Atria Agreement) to acquire Atria. This offering is not conditioned upon the completion of the Atria Acquisition. However, if (i) the consummation of the Atria Acquisition does
not occur prior to March 7, 2025, (ii) we notify the trustee and the holders of the 20 Notes that we will not pursue the consummation of the Atria Acquisition or (iii) the Atria Agreement has been terminated without the
consummation of the Atria Acquisition, the 20 Notes will be subject to a special mandatory redemption upon the terms and at the redemption price set forth in this prospectus supplement under Description of NotesSpecial Mandatory
Redemption. The 20 Notes will not be subject to any special mandatory redemption if the Atria Acquisition is not completed.
We
may redeem the Notes, in whole or in part, at any time or from time to time, prior to their maturity at the applicable redemption price described under Description of NotesOptional Redemption, plus any accrued and unpaid
interest thereon to, but excluding, the redemption date for the Notes.
The Notes will be fully and unconditionally guaranteed on a senior
unsecured basis by the Guarantor (the guarantee). The Notes will be senior unsecured obligations of the Issuer that rank equally in right of payment with all of the Issuers other unsecured and unsubordinated indebtedness and that
rank senior in right of payment to all of the Issuers future subordinated debt. The Notes will be effectively subordinated to the Issuers existing and future secured obligations (including obligations under the Senior Secured Credit
Facilities (as defined herein)) to the extent of the value of the collateral securing such obligations and will be structurally subordinated to all of the existing and future liabilities of the Issuers subsidiaries. The guarantee will be a
senior unsecured obligation of the Guarantor that ranks equally in right of payment with all of the Guarantors existing and future senior unsecured obligations that are not expressly subordinated to the guarantee. The guarantee will be
effectively subordinated to the Guarantors future secured obligations to the extent of the value of the collateral securing such obligations and will be structurally subordinated to all of the existing and future liabilities of the
Guarantors subsidiaries. The guarantee will be senior in right of payment to all of the Guarantors future subordinated debt.
Investing in the Notes involves significant risks. See Risk Factors beginning on page S-15 of this
prospectus supplement and on page 2 in the accompanying prospectus.
We do not intend to apply for listing of the Notes on any
securities exchange. Currently, there are no public markets for the Notes.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per 20 Note |
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20 Note Total |
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Per 20 Note |
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20 Note Total |
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Initial public offering price(1) |
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% |
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$ |
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% |
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$ |
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Underwriting discount |
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% |
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$ |
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% |
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$ |
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Proceeds, before expenses, to LPL Holdings,
Inc.(1) |
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% |
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$ |
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% |
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$ |
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(1) |
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Plus accrued interest from , 2024, if settlement occurs after that date. |
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the account of
its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about , 2024, which is the fifth business day following the date of this prospectus supplement (such settlement
being referred to as T+5). Purchasers of the Notes should note that trading of the Notes may be affected by this settlement date. See Underwriting (Conflicts of Interest).
Joint Book-Running Managers
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J.P. Morgan |
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Citigroup |
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Citizens Capital Markets |
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Truist Securities |
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US Bancorp |
BofA Securities |
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Capital One Securities |
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Huntington Capital Markets |
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M&T Securities |
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Morgan Stanley |
, 2024