Under the purchase agreement, LPL Holdings, Inc. (a wholly owned subsidiary of LPL Financial Holdings) acquired 100 percent of the equity of CFN Holding Company, LLC, Commonwealth's parent holding entity, from sellers Gratitude Holdings, Inc. and Odd Couple, Inc. The agreement set a $2,700,000,000 base purchase price in cash, subject to customary post-closing adjustments for cash, indebtedness, net working capital, net regulatory capital, transaction expenses and an escrow amount. LPL valued the deal at approximately 8.0 times Commonwealth's estimated run-rate EBITDA, based on unaudited preliminary Commonwealth financial information for the year ended December 31, 2024. At announcement, Commonwealth supported approximately 2,900 independent financial advisors managing approximately $285 billion in brokerage and advisory assets (about 75 percent advisory, 25 percent brokerage) with roughly $6 billion of client cash sweep balances; by the August 1, 2025 closing, LPL cited approximately 3,000 advisors and $305 billion in assets, based on data as of June 30, 2025.
LPL Financial CEO Rich Steinmeier said Commonwealth is "respected throughout our industry as a standard-bearer for service excellence, and their commitment to the success of their Advisors is embedded in all aspects of their business," adding that "LPL's advanced technology, intuitive business solutions and breadth of wealth management offerings unlock boundless potential for Commonwealth Advisors and the clients they serve." Commonwealth founder Joseph Deitch said that after growing the firm over 46 years, "LPL became the logical choice for our next chapter," and he assumed an advisory role to LPL's board of directors upon conversion. Commonwealth CEO Wayne Bloom joined LPL's management committee, retaining his role as Commonwealth CEO, and is partnering with LPL leadership to launch an Office of Advisor Advocacy intended to apply Commonwealth's service model, which J.D. Power ranked #1 in Independent Advisor Satisfaction among financial investment firms for 11 consecutive years at announcement (12 consecutive years by the time of closing).
LPL financed the transaction through a combination of corporate cash, new debt and equity, and disclosed it had secured a bridge financing commitment for the majority of the purchase price, to be reduced upon receipt of proceeds from longer-term financing. To preserve capital flexibility, LPL said it would pause share repurchases. The company expected pro forma leverage of roughly 2.25x at closing, above the midpoint of, but within, its stated target range of 1.5x to 2.5x (versus 1.89x at year-end 2024), with a near-term plan to bring leverage back toward the midpoint of that range while maintaining its investment-grade rating.
LPL disclosed estimated run-rate EBITDA accretion of approximately $415 million once the acquisition is fully ramped, with Commonwealth's acquired baseline EBITDA estimated at approximately $120 million at close; combined with LPL's trailing-twelve-month EBITDA of approximately $2,111 million at announcement, LPL projected pro forma EBITDA of roughly $2,526 million or more after synergies. The company estimated low-single-digit accretion to run-rate adjusted EPS by the end of 2026, and estimated onboarding and integration costs of approximately $485 million (based on a 90 percent advisor retention assumption), plus approximately $155 million of technology spend to be capitalized and amortized over time. In its third-quarter 2025 earnings release (filed as an 8-K on October 30, 2025), after the deal had closed, LPL raised its estimated run-rate EBITDA accretion to approximately $425 million, reported advisors representing nearly 80 percent of Commonwealth's assets had signed to transition as of that date (tracking toward the 90 percent retention target), and disclosed that purchase accounting required it to treat $419 million of the total purchase price as one-time acquisition costs recognized in the quarter the deal closed, with no change in the amount of cash actually deployed. That quarter's results included a net loss of $30 million, or $0.37 per diluted share, which LPL attributed largely to those one-time Commonwealth acquisition costs; adjusted EPS, which excludes such items, rose 25 percent year-over-year to $5.20.
The equity purchase agreement did not disclose a reverse termination fee. It provided for an outside termination date nine months after signing (around late December 2025), automatically extendable by 90 days if all closing conditions other than certain customary ones had been satisfied, reflecting the expectation that the deal would need time to clear regulatory approvals; in the event, the transaction closed within about four months of signing, well inside that outside date.
LPL completed the acquisition on August 1, 2025, with LPL Holdings, Inc. acquiring Commonwealth's holding company. Commonwealth is operating as a wholly owned portfolio company and will retain its brand, and LPL said it expects to complete the technology conversion and onboarding of Commonwealth advisors to LPL's platform in the fourth quarter of 2026. Goldman Sachs & Co. LLC served as exclusive financial advisor to Commonwealth, with Ropes & Gray LLP as Commonwealth's legal counsel; Morgan Stanley & Co. LLC served as exclusive financial advisor to LPL, with Allen Overy Shearman Sterling LLP as LPL's legal counsel.