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LPLA > SEC Filings for LPLA > Form 8-K on 13-Feb-2014All Recent SEC Filings

Show all filings for LPL FINANCIAL HOLDINGS INC.



Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2014, LPL Financial Holdings Inc. (the "Company") entered into a definitive agreement (the "Repurchase Agreement") with an investment fund affiliated with TPG Global, LLC (the "Sponsor") to repurchase 1,923,076 shares of the Company's common stock directly from the Sponsor (the "Repurchase") in a private transaction at a price of $52.00 per share, for total consideration of $100.0 million. The closing of the Repurchase is contingent on the closing of the Offering (as defined below) by the Sponsor. Prior to the Repurchase and the Offering (defined below), the Sponsor owned 16.4% of the outstanding shares of the Company's common stock.
The foregoing summary of the terms of the Repurchase Agreement is qualified in its entirety by the Repurchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 8.01 Other Events.

The Repurchase will be made pursuant to the Company's existing share repurchase program and is conditioned on the closing of a sale by the Sponsor to a private investor of 1.9 million shares of the Company's common stock pursuant to the Company's existing shelf registration statement (File No. 333-173703) filed with the Securities and Exchange Commission (the "Offering"). On February 12, 2014, the Sponsor entered into a stock purchase agreement (the "Securities Purchase Agreement") with the private investor in connection with the Offering and the sale of an additional 100,000 shares of the Company's common stock by other selling stockholders.
The closings of the Offering and the Repurchase are expected to take place on or about February 19, 2014 subject to the satisfaction of customary closing conditions.
A copy of the form of Securities Purchase Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K. Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company regarding the shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Company has issued a press release in connection with the events described in this Current Report on Form 8-K, which press release is furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.2. Exhibit 99.2 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.

(d) Exhibits

5.1 Opinion of Ropes & Gray LLP

10.1 Repurchase Agreement dated February 12, 2014

23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)

99.1 Form of Securities Purchase Agreement

99.2 Press Release dated February 13, 2014 ("LPL Financial Announces $100 Million Share Repurchase from TPG and Separate $104 Million Direct Offering by TPG and Other Selling Stockholders")

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