LPL Holdings amended and restated a credit agreement dated March 29, 2012 with JPMorgan Chase Bank as administrative agent, swing line lender and letter of credit issuer.

LPL Holdings, a wholly owned subsidiary of LPL Financial Holdings, closed the refinancing of its existing senior secured credit facilities with a new seven-year term loan B in an aggregate principal amount of $1.7 billion and a five-year revolving credit facility in an aggregate principal amount of $500 million, which was undrawn at closing.

LPL Holdings used the proceeds of the new term loan B, together with the proceeds from the offering of $500 million aggregate principal amount of 5.750% senior notes and cash from its balance sheet, to repay its existing senior secured credit facilities and to pay accrued interest and related fees and expenses.

Loans will bear interest at a floating rate, which in the case of LIBOR loans will be LIBOR plus 150-200 basis points per annum, depending on the secured net leverage ratio of LPL Holdings and its restricted subsidiaries. The term loan B credit facility was issued with 25 basis points of original issue discount and has no leverage or interest coverage maintenance covenants.

The LIBOR rate option is one-, two-, three- or six-month LIBOR rate, as selected by LPL Holdings, or, with the approval of the applicable lenders, 12 month LIBOR rate or the LIBOR rate for another period acceptable to the administrative agent. The LIBOR rate is subject to an interest rate floor of 0 basis points.

The new senior secured credit facilities were managed by an arranger group of nine banks led by J.P. Morgan Securities.