ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously disclosed, on December 2, 2020, Waddell & Reed Financial, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "merger agreement") with Macquarie Management Holdings, Inc., a Delaware corporation ("Macquarie"), Merry Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Macquarie ("Merger Sub"), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the laws of the Commonwealth of Australia, providing for, subject to the satisfaction or waiver of certain conditions, the acquisition of the Company by Macquarie. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. Concurrently with the execution of the merger agreement, Macquarie entered into a stock and asset purchase agreement (the "Wealth Management Purchase Agreement") with LPL Holdings, Inc., a Massachusetts corporation ("LPL"), pursuant to which LPL has agreed, among other things, to acquire from Macquarie the Company's wealth management business substantially concurrently with or immediately after the effective time of the merger, on the terms and subject to the conditions set forth in the Wealth Management Purchase Agreement (the purchase of the Company's wealth management business and the transactions contemplated by the Wealth Management Purchase Agreement being the "Wealth Management Transactions").

On April 1, 2021, the Company and Macquarie entered into a letter agreement (the "letter agreement"), pursuant to which the Company and Macquarie agreed that, notwithstanding anything to the contrary set forth in the merger agreement, the closing of the merger will take place at 10:00 a.m. on the later of (a) the third business day following the satisfaction or waiver of the conditions set forth in Article VII of the merger agreement (other than those conditions that by their nature cannot be satisfied until the closing of the merger, but subject to the satisfaction or, to the extent permitted by law, waiver thereof at the closing of the merger), and (b) April 30, 2021.

A copy of the letter agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the letter agreement is qualified in its entirety by reference thereto.




 ITEM 8.01 OTHER EVENTS.

On January 15, 2021, LPL, Waddell & Reed, Inc., a Delaware corporation, and Ivy Distributors, Inc., a Florida corporation, jointly filed an application with the Financial Industry Regulatory Authority, Inc. ("FINRA") in accordance with FINRA Rule 1017 with respect to the transactions contemplated by the merger agreement, including the merger, and the Wealth Management Transactions (the "FINRA Application"). On March 31, 2021, FINRA granted approval of the FINRA Application (the "FINRA Approval").

Receipt of the FINRA Approval satisfies one of the conditions to the closing of the merger. The consummation of the merger remains subject to the satisfaction or waiver of the remaining conditions to the merger set forth in the merger agreement.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

  10.1          Letter Agreement, dated as of April 1, 2021, by and between
              Waddell & Reed Financial, Inc. and Macquarie Management Holdings,
              Inc.

104           Cover Page Interactive Data File (embedded as Inline XBRL and
              contained in Exhibit 101)

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