ITEM 8.01 OTHER EVENTS.
As previously disclosed, on
LPL and Macquarie each filed a change in control application with the
Approval of the NH Filings satisfies a certain condition to the closing of the
merger. The closing of the merger remains subject to the satisfaction or waiver
of the remaining conditions to the merger set forth in the merger agreement. The
Company expects the closing of the merger to occur on
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which reflect
the current views and assumptions of management with respect to future events
regarding the Company's business and industry in general. These statements are
generally identified by the use of such words as "may," "could," "should,"
"would," "believe," "anticipate," "forecast," "estimate," "expect," "intend,"
"plan," "project," "outlook," "will," "potential" and similar statements of a
future or forward-looking nature. Readers are cautioned that any forward-looking
information provided by the Company or on its behalf is not a guarantee of
future performance. Actual results may differ materially from those contained in
these forward-looking statements as a result of various factors, including but
not limited to the impact of the COVID-19 pandemic and related economic
conditions, as well as the factors discussed below. If one or more events
related to these or other risks, contingencies or uncertainties materialize, or
if the Company's underlying assumptions prove to be incorrect, actual results
may differ materially from those forecasted or expected. Certain important
factors that could cause actual results to differ materially from the Company's
expectations are disclosed in the "Risk Factors" section of the Company's Annual
Report on Form 10-K for the year ended
Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Important transaction-related and other risk factors that may cause such differences include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the transaction closing conditions may not be satisfied in a timely manner or at all; (iii) the announcement and pendency of the merger may disrupt the Company's business operations (including the threatened or actual loss of employees, clients, independent financial advisors or vendors); and (iv) the Company could experience financial or other setbacks if the transaction encounters unanticipated problems.
Other important factors that may affect the Company's future operating results, include, but are not limited to: (i) the loss of existing distribution relationships or inability to access new distribution relationships; (ii) a reduction in assets under the Company's management on short notice; (iii) the adverse ruling or resolution of any litigation, regulatory investigations and proceedings, or securities arbitrations by a federal or state court or regulatory body; (iv) changes in the Company's business model, operations and procedures, including the Company's methods of distributing its proprietary products, as a result of evolving fiduciary standards; (v) the introduction of legislative or regulatory proposals or judicial rulings that change the independent contractor classification of the Company's financial advisors at the federal or state level for employment tax or other employee benefit purposes; (vi) a decline in the securities markets or in the relative investment performance of the Company's Funds and other investment portfolios and products as compared to competing funds; (vii) the Company's inability to reduce expenses rapidly enough to align with declines in its revenues due to various factors, including fee pressure, the level of the Company's assets under management or its business environment; (viii) non-compliance with applicable laws or regulations and changes in current legal, regulatory, accounting, tax or compliance requirements or governmental policies; (ix) the Company's inability to attract and retain senior executive management and other key personnel to conduct its wealth management and investment management business; (x) a failure in, or breach of, the Company's operational or security systems or its technology infrastructure, or those of third parties on which the Company relies; and (xi) the Company's inability to implement new information technology and systems, or its inability to complete such implementation in a timely or cost effective manner.
The foregoing factors should not be construed as exhaustive and should be read
together with other cautionary statements included in this and other reports and
filings the Company makes with the
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