Lpl Financial Holdings Inc. · NASDAQ:LPLA
Lpl Financial — Merger or Acquisition (March 2025)
16 slides from Lpl Financial's merger presentation, Mar 31, 2025
Slide 1: LPL Financial to Acquire Commonwealth Financial Network
Exhibit 99.2 LPL Financial to Acquire Commonwealth Financial Network March 31, 2025 LPL Financial Member FINRA/SIPC
Slide 2: Notice to Investors: Safe Harbor Statement
Notice to Investors: Safe Harbor Statement Certain of the statements included in this presentation, such as those regarding the completion of the acquisition of Commonwealth Financial Network (“Commonwealth”) by LPL Financial Holdings Inc. (together with its subsidiaries, including LPL Financial LLC
Slide 3: Notice to Investors: Non-GAAP Financial Measures
Notice to Investors: Non-GAAP Financial Measures This presentation includes certain financial measures which are not presented in accordance with U.S. generally accepted accounting principles ( GAAP ), including Adjusted EPS, Adjusted Net Income, Gross Profit, EBITDA, Adjusted EBITDA and Credit Agre
Slide 4: Transaction Summary
Transaction Summary • LPL to acquire 100% of Commonwealth Financial Network in an equity acquisition Transaction • Signed on March 28 and anticipate closing in the second half of 2025, subject to regulatory approvals and other customary closing conditions Overview • LPL expects to onboard Commonweal
Slide 5: Commonwealth Financial Network at-a-glance
Commonwealth Financial Network at-a-glance ‡ Overview of Commonwealth Key Metrics ~2,900 ~$285B Commonwealth is the largest independently owned Advisors Assets Under Management (AUM) wealth management firm in the U.S. and a top five † independent broker-dealer 98% ~11% § §§ Advisor Retention AUM CAG
Slide 6: Commonwealth has a highly complementary advisor offering
Commonwealth has a highly complementary advisor offering Like-minded culture with a focus on advisor satisfaction The standard bearer for independent advisor satisfaction †‡ 2024 J.D. Power Results Advisor Headcount Retention J.D. Power ranks Commonwealth nd Commonwealth vs. 2 Place Firm and Peer Av
Slide 7: We will leverage Commonwealth to elevate the experience for all LPL advisors
We will leverage Commonwealth to elevate the experience for all LPL advisors We will preserve Commonwealth’s unique Commonwealth’s advisors will benefit from LPL’s As part of the transaction, LPL will culture, brand and advisor experience industry-leading scale and onboarding experience establish an
Slide 8: Commonwealth extends our leading position across the advisor-oriented channel
Commonwealth extends our leading position across the advisor-oriented channel ‡ Acquisition of Commonwealth enhances our scale across the retail advisor-mediated market ◼ Institutions ‡§§ Retail Advisor-Mediated Market ◼ Employee Channel ◼ RIA ~16% ◼ Traditional Independent ~$33T Increase ~$2,025B P
Slide 9: M&A is a key part of our strategy, and complements our organic growth
† M&A is a key part of our strategy, and complements our organic growth Growth potential from consolidation § Commonwealth ➢ Our scale, capabilities and economics give us competitive advantage in M&A in Mid-2025 independent markets and employee channels ~$285B of assets ~2,900 advisors ➢ Rising cost
Slide 10: Acquisition strengthens our leading position to create shareholder value
Acquisition strengthens our leading position to create shareholder value Key Financial Considerations Acquisition of Commonwealth drives meaningful EBITDA* accretion ➢ Estimated low single-digit accretion to run-rate Adjusted EPS* ‡‡ by end of 2026 ~20%+ † ➢ Estimated onboarding and integration cost
Slide 11: We estimate an annual EBITDA benefit of ~$415M when fully ramped
We estimate an annual EBITDA* benefit of ~$415M when fully ramped Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q4 2026 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Transaction Signed Expected Closing Advisors Onboarded Transaction Signing and Closing Advisor Transition
Slide 12: Financing and Leverage Overview
Financing and Leverage Overview (2) Pro Forma Leverage Ratio Key Priorities LPL anticipates financing this transaction with a 2.5x ✓ combination of corporate cash, debt and equity At closing, we expect to be above the midpoint ~1.89X of management’s target leverage range of 1.5x ~2.25x ✓ to 2.5x, wi
Slide 13: Appendix
RN SUN Appendix ie eee Gas
Slide 14: Reconciliation: Gross Profit, Adjusted EPS and Adjusted Net Income
Reconciliation Gross Profit* Gross profit* is a non-GAAP financial measure. Please see a description of gross profit* under “Non-GAAP Financial Measures” on page 3 of this presentation for additional information. Below is a calculation of gross profit* for the periods presented herein: $ in millions
Slide 15: Reconciliation: Net Income to EBITDA, Adjusted EBITDA and Credit Agreement EBITDA
Reconciliation Net Income to EBITDA*, Adjusted EBITDA* and Credit Agreement EBITDA* EBITDA*, Adjusted EBITDA* and Credit Agreement EBITDA* are non-GAAP financial measures. Please see a description of EBITDA*, Adjusted EBITDA* and Credit Agreement EBITDA* under “Non-GAAP Financial Measures” on page 3
Slide 16: Endnotes
Endnotes (1) Estimated market sizing based on 2024 Cerulli reports, unless otherwise noted. Below are reconciliations of each market: Traditional Market RIA Market Employee Channel Institution Channel Independent B/D Hybrid RIA National & Regional B/D Insurance B/D Independent RIA Wirehouse Bank Tru
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