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News Sep 21, 2017

Shearman & Sterling Advises on LPL Holdings’ $400 Million Senior Notes Issuance

Shearman & Sterling advised Morgan Stanley and J.P. Morgan as representatives of the initial purchasers in connection with an add-on Rule 144A/Regulation S $400 million senior notes offering by LPL Holdings (the “Company”). The senior notes, guaranteed by certain subsidiaries of the Company, pay interest at the rate of 5.75% per annum due 2025.

The Company will use the proceeds from the senior notes offering for general corporate purposes, including to repay a portion of the outstanding principal of its senior secured Term Loan B, to fund a potential contingent payment (if it becomes payable) and other costs associated with its acquisition of National Planning Holdings, and to pay fees and expenses related to the offering. The Company also completed a repricing of its senior secured credit facilities, reducing the spread on its Term Loan B to 225 basis points and its revolving credit facility to 150 basis points. In addition, the tenor of both the Term Loan B and revolving credit facility were reduced to seven years and five years, respectively. 

The Company is the direct, wholly owned subsidiary of LPL Financial Holdings, (LPL). LPL is a leader in the retail financial advice market, the nation’s largest independent broker-dealer, a top custodian for registered investment advisors, and a leading independent consultant to retirement plans. LPL provides an integrated platform of brokerage and investment advisory services to more than 14,000 independent financial advisors at more than 700 financial institutions across the country, and supports approximately 3,700 financial advisors who are affiliated and licensed with insurance companies that use their customized clearing, advisory platforms and technology solutions.

The Shearman & Sterling team included partners Kyungwon (Won) Lee (New York-Capital Markets), Michael Steinberg and Maura O’Sullivan (both New York-Finance); and associates Ana Aur (Toronto-Capital Markets), Sean Dougherty (New York-Capital Markets), Charles Zamiskie, Scott Johnsson, Emmanuel Bello and Kelsey Avery (all New York-Corporate Group).

Other Shearman & Sterling lawyers involved in the transaction were partners Russell Sacks (New York-Financial Institutions Advisory & Financial Regulatory), Larry Crouch (Menlo-Park Tax) and Kenneth Laverriere (New York-Compensation, Governance & ERISA); counsel Jennifer Morton (New York-Financial Institutions Advisory & Financial Regulatory); and associates Emalie Sundale (Menlo Park-Tax) and Jake Glazeski (New York-Compensation, Governance & ERISA).