ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.






In connection with the consummation of the Merger, effective as of April 30,
2021, the Company terminated the Credit Agreement, dated October 20, 2020, by
and among the Company, the lenders party thereto, Bank of America, N.A., as
Administrative Agent for the lenders and Swing Line Lender, and BofA Securities,
Inc., as Sole Lead Arranger and Sole Bookrunner (the "Credit Agreement"). In
connection with the termination of the Credit Agreement, all unpaid fees
thereunder were paid in full and all commitments thereunder were terminated.
There were no outstanding borrowings under the Credit Agreement at the time of
termination.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

As described in the introductory note, which is incorporated herein by reference, on April 30, 2021, pursuant to the terms and conditions of the Merger Agreement, the Merger was completed.





At the effective time of the Merger (the "Effective Time"), each share of Class
A Common Stock of the Company, par value $0.01 (the "Company Common Stock"),
issued and outstanding immediately prior to the Effective Time (other than
shares of Company Common Stock directly owned and held by Parent or Merger Sub)
was converted into the right to receive $25.00 per share in cash, without
interest (the "Merger Consideration") and subject to any withholding of taxes
required by applicable law in accordance with the Merger Agreement.



In addition, pursuant to the Merger Agreement, each restricted stock unit (each,
a "Company RSU") that was granted under the Waddell & Reed Financial, Inc. Cash
Settled RSU Plan, as amended and restated, effective February 19, 2020, or the
Waddell & Reed Financial, Inc. Stock Incentive Plan, as amended and restated
(the "Company Stock Incentive Plan"), whether vested or unvested, was terminated
and cancelled as of immediately prior to the Effective Time and converted into
the right to receive a cash payment equal to (i) (A) the Merger Consideration,
multiplied by (B) the number of shares of Company Common Stock subject to such
Company RSU immediately prior to the Effective Time, plus (ii) the amount of any
accrued but unpaid dividend equivalent rights under such Company RSU, net of any
taxes withheld pursuant to the Merger Agreement.



In addition, immediately prior to the Effective Time, each share of Company
Common Stock granted or issued under the Company Stock Incentive Plan that was
subject to vesting or other forfeiture conditions or repurchase by the Company
("Company Restricted Stock") vested in full and any forfeiture restrictions
applicable to such Company Restricted Stock immediately lapsed. By virtue of the
Merger, and without any action on the part of the holder thereof, each share of
Company Restricted Stock was treated as a share of Company Common Stock for all
purposes of the Merger Agreement, including the right to receive the Merger
Consideration in accordance with the terms thereof, less applicable taxes
required to be withheld with respect to such vesting.



Immediately following the Effective Time, pursuant to the terms and conditions
of the Stock and Asset Purchase Agreement, dated as of December 2, 2020, by and
between LPL Holdings, Inc., a Massachusetts corporation ("LPL"), and Parent, LPL
acquired from Parent the Company's wealth management business (including the
broker-dealer services, investment advisory services and insurance products
provided by Waddell & Reed, Inc. or any of its subsidiaries through independent
financial advisors associated with Waddell & Reed, Inc.).



The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K on December 4, 2020 and is incorporated by reference
herein.

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.







As a result of the transactions described in Item 2.01 of this Current Report on
Form 8-K, which are incorporated by reference herein, the Company notified the
New York Stock Exchange (the "NYSE") that the Merger has been completed and
that, at the Effective Time, shares of Company Common Stock issued and
outstanding as of immediately prior to the Effective Time were cancelled and
converted into the right to receive the Merger Consideration. The Company
requested that shares of Company Common Stock, which traded under the symbol
"WDR", cease to be traded on the NYSE as of the close of trading on April 30,
2021 and be delisted from NYSE. The Company requested that the NYSE file with
the Securities and Exchange Commission (the "SEC") a Form 25 Notification of
Removal from Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to delist and deregister
the shares of Company Common Stock. The delisting of the Company Common Stock
from the NYSE will be effective 10 days after the filing of the Form 25. The
Company intends to file with the SEC a Form 15 Certification and Notice of
Termination of Registration under Section 12(g) of the Exchange Act or
Suspension of Duty to File Reports Pursuant to Sections 13 and 15(d) of the
Exchange Act requesting the deregistration of the Company Common Stock under
Section 12(g) of the Exchange Act and the suspension of the Company's reporting
obligations under Sections 13 and 15(d) of the Exchange Act.



In connection with the deregistration of the shares of Company Common Stock
described above, the Company also intends to file post-effective amendments to
certain of its outstanding registration statements to terminate the
effectiveness of such registration statements and remove from registration any
and all unsold securities under such registration statements.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.


As a result of the Merger and at the Effective Time, each share of Company
Common Stock ceased to be issued and outstanding and was cancelled and retired
and ceased to exist, and each holder of Company Common Stock ceased to have any
rights with respect to such shares, except the right to receive the Merger
Consideration as set forth in the Merger Agreement. Additionally, any share of
Company Common Stock directly owned and held by Parent or Merger Sub ceased to
be outstanding and was cancelled without payment of any consideration therefor
and ceased to exist.

The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.






Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Company became a wholly owned subsidiary of Parent and, accordingly, a change in
control of the Company occurred. The Merger Consideration was funded by Parent
through cash on hand.

The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.




At the Effective Time, in accordance with the Merger Agreement, the directors of
Merger Sub immediately prior to the Effective Time, Shawn K. Lytle, Roger A.
Early, and David F. Connor, became the directors of the Surviving Corporation.
All of the previous directors of the Company ceased to serve as the directors of
the Company effective as of the Effective Time.



At the Effective Time, in accordance with the Merger Agreement, the officers of
Merger Sub immediately prior to the Effective Time, including the individuals
set forth below, became the officers of the Surviving Corporation:



     Shawn K. Lytle                      President/ Head of Global Macquarie
                                         Investment Management
     Roger A. Early                      Executive Vice President/Chief
                                         Investment Officer-US Fixed Income
     Brett Lewthwaite                    Executive Vice President/Chief
                                         Investment Officer/Global Head of Fixed
                                         Income
     David Brenner                       Senior Vice President/Chief
                                         Administration Officer/Chief of Staff
                                         Macquarie
     Stephen J. Busch                    Senior Vice President/Global Head of
                                         Fund Services and US
                                         SMA Operations/Managing Director,
                                         Investments Business Management/Division
                                         Director
     Michael F. Capuzzi                  Senior Vice President/US Chief Operating
                                         Officer/Division Director
     David F. Connor                     Senior Vice President/General
                                         Counsel/Secretary/Division Director
     Brian L. Murray, Jr.                Senior Vice President/Chief Compliance
                                         Officer/Division Director
     Susan L. Natalini                   Senior Vice President/Chief Operations
                                         Officer-Equity and Fixed Income/
                                         Division Director
     Richard Salus                       Senior Vice President/Global Head of
                                         Fund Services/Division Director

All of the previous officers of the Company were removed from their positions as officers of the Company effective as of the Effective Time.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.





At the Effective Time, the Company's Restated Certificate of Incorporation was
amended and restated in its entirety, and is filed herewith as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference herein.



At the Effective Time, the Company's Amended and Restated Bylaws were amended
and restated in their entirety to be the bylaws of Merger Sub as in effect
immediately prior to the Effective Time (except with respect to the name of the
Company), and are filed herewith as Exhibit 3.2 to this Current Report on Form
8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
  2.1           Agreement and Plan of Merger, dated as of December 2, 2020,

by and


              among Macquarie Management Holdings, Inc., Merry Merger Sub,

Inc.,

Waddell & Reed Financial, Inc., and (solely for purposes of

Section


              9.15) Macquarie Financial Holdings Pty Ltd (incorporated by

reference to


              Exhibit 2.1 of Waddell & Reed Financial, Inc.'s Current

Report on Form


              8-K filed on December 4, 2020)
  3.1           Amended and Restated Certificate of Incorporation of

Waddell & Reed

Financial, Inc.
  3.2           By-laws of Waddell & Reed Financial, Inc.
104           Cover Page Interactive Data File (embedded as Inline XBRL)

© Edgar Online, source Glimpses