SEC Comment Letter 0000000000-23-011062 to LPL Financial Holdings Inc. (LPLA)
LPL Financial Holdings Inc.
Date: Oct. 6, 2023 · CIK: 0001397911 · Accession: 0000000000-23-011062
AI Filing Summary & Sentiment
File numbers found in text: 333-274631
Letter
United States securities and exchange commission logo October 6, 2023 Dan H. Arnold Chief Executive Officer and President LPL Financial Holdings Inc. 4707 Executive Drive San Diego, CA 92121 Re:LPL Financial Holdings Inc. Registration Statement on Form S-3 Filed September 22, 2023 File No. 333-274631 Dear Dan H. Arnold: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed September 22, 2023 General 1.We note that LPL Holdings Inc., which appears to be a majority-owned subsidiary of LPL Financial Holdings Inc., intends to issue convertible debt securities. Please provide us with your analysis as to why the use of Form S-3 is appropriate to register LPL Holding's debt securities. In this regard, please see General Instruction I.C.2 to to C.5 of Form S-3, which provide that a majority-owned subsidiary of an S-3 eligible company may offer securities registered on Form S-3 if they are non-convertible securities, other than common equity. Please also see Securities Act Forms C&DI paragraph 217.02 located on our website at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. In this regard, please also clarify what the LPL Holdings Inc. convertible debt is convertible into. 2.We note that LPL Capital Partners, Inc. and LPL Insurance Associates, Inc. are named as co-registrants. Please provide us an analysis supporting your conclusion that LPL
FirstName LastNameDan H. Arnold Comapany NameLPL Financial Holdings Inc. October 6, 2023 Page 2 FirstName LastName Dan H. Arnold LPL Financial Holdings Inc. October 6, 2023 Page 2 Capital Partners, Inc. and LPL Insurance Associates, Inc. are eligible to use Form S-3 to register the guarantees of the debt securities of LPL Holdings, Inc. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Thomas Fraser
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United States securities and exchange commission logo
October 6, 2023
Dan H. Arnold
Chief Executive Officer and President
LPL Financial Holdings Inc.
4707 Executive Drive
San Diego, CA 92121
Re:LPL Financial Holdings Inc.
Registration Statement on Form S-3
Filed September 22, 2023
File No. 333-274631
Dear Dan H. Arnold:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed September 22, 2023
General
1.We note that LPL Holdings Inc., which appears to be a majority-owned subsidiary of LPL
Financial Holdings Inc., intends to issue convertible debt securities. Please provide us
with your analysis as to why the use of Form S-3 is appropriate to register LPL
Holding's debt securities. In this regard, please see General Instruction I.C.2 to to C.5 of
Form S-3, which provide that a majority-owned subsidiary of an S-3 eligible company
may offer securities registered on Form S-3 if they are non-convertible securities, other
than common equity. Please also see Securities Act Forms C&DI paragraph 217.02
located on our website at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. In
this regard, please also clarify what the LPL Holdings Inc. convertible debt is convertible
into.
2.We note that LPL Capital Partners, Inc. and LPL Insurance Associates, Inc. are named
as co-registrants. Please provide us an analysis supporting your conclusion that LPL
FirstName LastNameDan H. Arnold
Comapany NameLPL Financial Holdings Inc.
October 6, 2023 Page 2
FirstName LastName
Dan H. Arnold
LPL Financial Holdings Inc.
October 6, 2023
Page 2
Capital Partners, Inc. and LPL Insurance Associates, Inc. are eligible to use Form S-3 to
register the guarantees of the debt securities of LPL Holdings, Inc.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Thomas Fraser