### WordPress - Web publishing software
Copyright 2011-2019 by the contributors
This program is free software; you can redistribute it and/or modify
it under the terms of the GNU General Public License as published by
the Free Software Foundation; either version 2 of the License, or
(at your option) any later version.
This program is distributed in the hope that it will be useful,
but WITHOUT ANY WARRANTY; without even the implied warranty of
MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the
GNU General Public License for more details.
You should have received a copy of the GNU General Public License
along with this program; if not, write to the Free Software
Foundation, Inc., 51 Franklin St, Fifth Floor, Boston, MA 02110-1301 USA
This program incorporates work covered by the following copyright and
permission notices:
b2 is (c) 2001, 2002 Michel Valdrighi - m@tidakada.com -
http://tidakada.com
Wherever third party code has been used, credit has been given in the code's
comments.
b2 is released under the GPL
and
WordPress - Web publishing software
Copyright 2003-2010 by the contributors
WordPress is released under the GPL
---
### GNU GENERAL PUBLIC LICENSE
Version 2, June 1991
Copyright (C) 1989, 1991 Free Software Foundation, Inc.
51 Franklin Street, Fifth Floor, Boston, MA 02110-1301, USA
Everyone is permitted to copy and distribute verbatim copies
of this license document, but changing it is not allowed.
### Preamble
The licenses for most software are designed to take away your freedom
to share and change it. By contrast, the GNU General Public License is
intended to guarantee your freedom to share and change free
software--to make sure the software is free for all its users. This
General Public License applies to most of the Free Software
Foundation's software and to any other program whose authors commit to
using it. (Some other Free Software Foundation software is covered by
the GNU Lesser General Public License instead.) You can apply it to
your programs, too.
When we speak of free software, we are referring to freedom, not
price. Our General Public Licenses are designed to make sure that you
have the freedom to distribute copies of free software (and charge for
this service if you wish), that you receive source code or can get it
if you want it, that you can change the software or use pieces of it
in new free programs; and that you know you can do these things.
To protect your rights, we need to make restrictions that forbid
anyone to deny you these rights or to ask you to surrender the rights.
These restrictions translate to certain responsibilities for you if
you distribute copies of the software, or if you modify it.
For example, if you distribute copies of such a program, whether
gratis or for a fee, you must give the recipients all the rights that
you have. You must make sure that they, too, receive or can get the
source code. And you must show them these terms so they know their
rights.
We protect your rights with two steps: (1) copyright the software, and
(2) offer you this license which gives you legal permission to copy,
distribute and/or modify the software.
Also, for each author's protection and ours, we want to make certain
that everyone understands that there is no warranty for this free
software. If the software is modified by someone else and passed on,
we want its recipients to know that what they have is not the
original, so that any problems introduced by others will not reflect
on the original authors' reputations.
Finally, any free program is threatened constantly by software
patents. We wish to avoid the danger that redistributors of a free
program will individually obtain patent licenses, in effect making the
program proprietary. To prevent this, we have made it clear that any
patent must be licensed for everyone's free use or not licensed at
all.
The precise terms and conditions for copying, distribution and
modification follow.
### TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION
**0.** This License applies to any program or other work which
contains a notice placed by the copyright holder saying it may be
distributed under the terms of this General Public License. The
"Program", below, refers to any such program or work, and a "work
based on the Program" means either the Program or any derivative work
under copyright law: that is to say, a work containing the Program or
a portion of it, either verbatim or with modifications and/or
translated into another language. (Hereinafter, translation is
included without limitation in the term "modification".) Each licensee
is addressed as "you".
Activities other than copying, distribution and modification are not
covered by this License; they are outside its scope. The act of
running the Program is not restricted, and the output from the Program
is covered only if its contents constitute a work based on the Program
(independent of having been made by running the Program). Whether that
is true depends on what the Program does.
**1.** You may copy and distribute verbatim copies of the Program's
source code as you receive it, in any medium, provided that you
conspicuously and appropriately publish on each copy an appropriate
copyright notice and disclaimer of warranty; keep intact all the
notices that refer to this License and to the absence of any warranty;
and give any other recipients of the Program a copy of this License
along with the Program.
You may charge a fee for the physical act of transferring a copy, and
you may at your option offer warranty protection in exchange for a
fee.
**2.** You may modify your copy or copies of the Program or any
portion of it, thus forming a work based on the Program, and copy and
distribute such modifications or work under the terms of Section 1
above, provided that you also meet all of these conditions:
**a)** You must cause the modified files to carry prominent notices
stating that you changed the files and the date of any change.
**b)** You must cause any work that you distribute or publish, that in
whole or in part contains or is derived from the Program or any part
thereof, to be licensed as a whole at no charge to all third parties
under the terms of this License.
**c)** If the modified program normally reads commands interactively
when run, you must cause it, when started running for such interactive
use in the most ordinary way, to print or display an announcement
including an appropriate copyright notice and a notice that there is
no warranty (or else, saying that you provide a warranty) and that
users may redistribute the program under these conditions, and telling
the user how to view a copy of this License. (Exception: if the
Program itself is interactive but does not normally print such an
announcement, your work based on the Program is not required to print
an announcement.)
These requirements apply to the modified work as a whole. If
identifiable sections of that work are not derived from the Program,
and can be reasonably considered independent and separate works in
themselves, then this License, and its terms, do not apply to those
sections when you distribute them as separate works. But when you
distribute the same sections as part of a whole which is a work based
on the Program, the distribution of the whole must be on the terms of
this License, whose permissions for other licensees extend to the
entire whole, and thus to each and every part regardless of who wrote
it.
Thus, it is not the intent of this section to claim rights or contest
your rights to work written entirely by you; rather, the intent is to
exercise the right to control the distribution of derivative or
collective works based on the Program.
In addition, mere aggregation of another work not based on the Program
with the Program (or with a work based on the Program) on a volume of
a storage or distribution medium does not bring the other work under
the scope of this License.
**3.** You may copy and distribute the Program (or a work based on it,
under Section 2) in object code or executable form under the terms of
Sections 1 and 2 above provided that you also do one of the following:
**a)** Accompany it with the complete corresponding machine-readable
source code, which must be distributed under the terms of Sections 1
and 2 above on a medium customarily used for software interchange; or,
**b)** Accompany it with a written offer, valid for at least three
years, to give any third party, for a charge no more than your cost of
physically performing source distribution, a complete machine-readable
copy of the corresponding source code, to be distributed under the
terms of Sections 1 and 2 above on a medium customarily used for
software interchange; or,
**c)** Accompany it with the information you received as to the offer
to distribute corresponding source code. (This alternative is allowed
only for noncommercial distribution and only if you received the
program in object code or executable form with such an offer, in
accord with Subsection b above.)
The source code for a work means the preferred form of the work for
making modifications to it. For an executable work, complete source
code means all the source code for all modules it contains, plus any
associated interface definition files, plus the scripts used to
control compilation and installation of the executable. However, as a
special exception, the source code distributed need not include
anything that is normally distributed (in either source or binary
form) with the major components (compiler, kernel, and so on) of the
operating system on which the executable runs, unless that component
itself accompanies the executable.
If distribution of executable or object code is made by offering
access to copy from a designated place, then offering equivalent
access to copy the source code from the same place counts as
distribution of the source code, even though third parties are not
compelled to copy the source along with the object code.
**4.** You may not copy, modify, sublicense, or distribute the Program
except as expressly provided under this License. Any attempt otherwise
to copy, modify, sublicense or distribute the Program is void, and
will automatically terminate your rights under this License. However,
parties who have received copies, or rights, from you under this
License will not have their licenses terminated so long as such
parties remain in full compliance.
**5.** You are not required to accept this License, since you have not
signed it. However, nothing else grants you permission to modify or
distribute the Program or its derivative works. These actions are
prohibited by law if you do not accept this License. Therefore, by
modifying or distributing the Program (or any work based on the
Program), you indicate your acceptance of this License to do so, and
all its terms and conditions for copying, distributing or modifying
the Program or works based on it.
**6.** Each time you redistribute the Program (or any work based on
the Program), the recipient automatically receives a license from the
original licensor to copy, distribute or modify the Program subject to
these terms and conditions. You may not impose any further
restrictions on the recipients' exercise of the rights granted herein.
You are not responsible for enforcing compliance by third parties to
this License.
**7.** If, as a consequence of a court judgment or allegation of
patent infringement or for any other reason (not limited to patent
issues), conditions are imposed on you (whether by court order,
agreement or otherwise) that contradict the conditions of this
License, they do not excuse you from the conditions of this License.
If you cannot distribute so as to satisfy simultaneously your
obligations under this License and any other pertinent obligations,
then as a consequence you may not distribute the Program at all. For
example, if a patent license would not permit royalty-free
redistribution of the Program by all those who receive copies directly
or indirectly through you, then the only way you could satisfy both it
and this License would be to refrain entirely from distribution of the
Program.
If any portion of this section is held invalid or unenforceable under
any particular circumstance, the balance of the section is intended to
apply and the section as a whole is intended to apply in other
circumstances.
It is not the purpose of this section to induce you to infringe any
patents or other property right claims or to contest validity of any
such claims; this section has the sole purpose of protecting the
integrity of the free software distribution system, which is
implemented by public license practices. Many people have made
generous contributions to the wide range of software distributed
through that system in reliance on consistent application of that
system; it is up to the author/donor to decide if he or she is willing
to distribute software through any other system and a licensee cannot
impose that choice.
This section is intended to make thoroughly clear what is believed to
be a consequence of the rest of this License.
**8.** If the distribution and/or use of the Program is restricted in
certain countries either by patents or by copyrighted interfaces, the
original copyright holder who places the Program under this License
may add an explicit geographical distribution limitation excluding
those countries, so that distribution is permitted only in or among
countries not thus excluded. In such case, this License incorporates
the limitation as if written in the body of this License.
**9.** The Free Software Foundation may publish revised and/or new
versions of the General Public License from time to time. Such new
versions will be similar in spirit to the present version, but may
differ in detail to address new problems or concerns.
Each version is given a distinguishing version number. If the Program
specifies a version number of this License which applies to it and
"any later version", you have the option of following the terms and
conditions either of that version or of any later version published by
the Free Software Foundation. If the Program does not specify a
version number of this License, you may choose any version ever
published by the Free Software Foundation.
**10.** If you wish to incorporate parts of the Program into other
free programs whose distribution conditions are different, write to
the author to ask for permission. For software which is copyrighted by
the Free Software Foundation, write to the Free Software Foundation;
we sometimes make exceptions for this. Our decision will be guided by
the two goals of preserving the free status of all derivatives of our
free software and of promoting the sharing and reuse of software
generally.
**NO WARRANTY**
**11.** BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO
WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR
OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE
PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME
THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
**12.** IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN
WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY
AND/OR REDISTRIBUTE THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU
FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE
PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING
RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A
FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF
SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
### END OF TERMS AND CONDITIONS
### How to Apply These Terms to Your New Programs
If you develop a new program, and you want it to be of the greatest
possible use to the public, the best way to achieve this is to make it
free software which everyone can redistribute and change under these
terms.
To do so, attach the following notices to the program. It is safest to
attach them to the start of each source file to most effectively
convey the exclusion of warranty; and each file should have at least
the "copyright" line and a pointer to where the full notice is found.
one line to give the program's name and an idea of what it does.
Copyright (C) yyyy name of author
This program is free software; you can redistribute it and/or
modify it under the terms of the GNU General Public License
as published by the Free Software Foundation; either version 2
of the License, or (at your option) any later version.
This program is distributed in the hope that it will be useful,
but WITHOUT ANY WARRANTY; without even the implied warranty of
MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the
GNU General Public License for more details.
You should have received a copy of the GNU General Public License
along with this program; if not, write to the Free Software
Foundation, Inc., 51 Franklin Street, Fifth Floor, Boston, MA 02110-1301, USA.
Also add information on how to contact you by electronic and paper
mail.
If the program is interactive, make it output a short notice like this
when it starts in an interactive mode:
Gnomovision version 69, Copyright (C) year name of author
Gnomovision comes with ABSOLUTELY NO WARRANTY; for details
type `show w'. This is free software, and you are welcome
to redistribute it under certain conditions; type `show c'
for details.
The hypothetical commands \`show w' and \`show c' should show the
appropriate parts of the General Public License. Of course, the
commands you use may be called something other than \`show w' and
\`show c'; they could even be mouse-clicks or menu items--whatever
suits your program.
You should also get your employer (if you work as a programmer) or
your school, if any, to sign a "copyright disclaimer" for the program,
if necessary. Here is a sample; alter the names:
Yoyodyne, Inc., hereby disclaims all copyright
interest in the program `Gnomovision'
(which makes passes at compilers) written
by James Hacker.
signature of Ty Coon, 1 April 1989
Ty Coon, President of Vice
This General Public License does not permit incorporating your program
into proprietary programs. If your program is a subroutine library,
you may consider it more useful to permit linking proprietary
applications with the library. If this is what you want to do, use the
[GNU Lesser General Public
License](http://www.gnu.org/licenses/lgpl.html) instead of this
License.
Osaic's plans for Lincoln Financial Group's wealth business - sinth.info
Osaic has “a lot of work to do” roughly halfway through what is “a transformation of our relationship model while we’re getting larger,” CEO Jamie Price acknowledged in an interview. The firm is investing more resources into managing its relationships with more than 10,500 advisors across Osaic by “sub-segmenting them” into groups such as independent registered investment advisory firms, solo practices or large branches in a similar way to how consumer-facing companies classify potential customers, Price said.
“That is exactly how we have been thinking about our relationship management efforts in the field,” he said. “It’s less about scale and size and more about, how do you actually bring value to the advisors in the unique way they do business, but do it in a scaled way?”
Price said the company hasn’t made any announcements about whether the incoming Lincoln advisors will get retention bonuses but pledged that Osaic is working with the sellers on that question and will have “more to say about that later.” Osaic also has yet to set an exact timeline for the transition of Lincoln’s advisors to Osaic, although Price noted that would come at some point after the regulatory approvals for the deal and the date of the close.
Lincoln’s rebuilding plans Lincoln has been “one of the top providers of protection products on our platform” for years, and the fact that it and Osaic use Fidelity Investments’ National Financial Services as a custody and clearing firm means that there will be “little or no repapering at all” for advisors and clients in the migration, Price said.
“They have always had a really good reputation in the industry. … They are heavy advisory, heavy financial planning, and yet still do estate planning and protection as well,” he said. “It made for an easy transition for advisors — that’s the second hurdle that we always have to think about.”
Representatives for Lincoln declined to comment on whether there will be retention bonuses, with spokeswoman Sarah Boxler saying in an email that the company considers personal compensation to be private information. About 500 corporate employees will move to Osaic, without any job losses associated with the deal, she noted.
David Berkowitz, the head of Lincoln Financial Advisors and president of its wealth business, will stay in a leadership position through the close, Boxler noted.
“David does plan to retire in 2024, and Lincoln had already been preparing for David’s upcoming retirement with a succession planning process that involved working closely with his immediate leadership team,” Boxler said. “The plan is for [Chief Operating Officer and Head of Wealth Management] Ed Walters to transition into a leadership role as David retires.”
The firm will send “negative consent letters” to clients informing them of the transaction, but they “should not experience any immediate changes or disruptions,” Boxler said. Following the close, they’ll start to see new branding on account statements and other materials.
“Lincoln entered into an agreement with Osaic because the transaction enables Lincoln to continue to focus on growing our individual insurance solutions and workplace solutions businesses and leveraging our core strengths, including our distribution leadership and strong brand, to deliver future value for all of our stakeholders,” Boxler said.
The company and other life insurance carriers struggled during the pandemic from the uptick in deaths, and Lincoln faced other losses stemming from holding tens of millions of dollars in Silicon Valley Bank’s unsecured debt and changes to its statistical assumptions about certain annuities, according to an analysis in September by investing website The Motley Fool. The proceeds from the Osaic deal will “primarily” go toward boosting the firm’s risk-based capital ratio, with a portion helping to reduce Lincoln’s debt leverage and no expected impact to cash flow or earnings, according to the firm’s announcement last week.
“We entered 2023 with a clear focus on taking actions to support rebuilding our capital position and delivering long-term profitable growth,” Lincoln CEO Ellen Cooper said in prepared remarks on the firm’s third-quarter earnings call last month. “We have a powerful franchise, trusted brand, distribution leadership and broad diversified product solutions across our four businesses. These elements serve as a solid foundation as we reposition the company to deliver increasing value to our shareholders. While our third quarter results fell short of our expectations; I firmly believe we are continuing to make good progress on improving the underlying strength of the business, taking the necessary steps to repair the balance sheet and evaluating additional actions to further accelerate our path to recovery.”
Industry experts’ views Lincoln “supports an ecosystem of networking” among its advisors, whom the company has encouraged to provide planning services through resources such as the comprehensive tools from its National Planning Institute, according to Simon Hoyle, the former director of business development for the Securities Service Network.
Osaic purchased that firm in 2020 as part of its last mega-acquisition for the Ladenburg Thalmann network. Hoyle has since launched RIA Choice, a recruiting firm for independent brokerages and RIAs. Stay bonuses would be “smartly offered and need to be agreed upon by advisors well before the actual transition,” especially to avoid departures by the top advisors at the firm operating as centers of influence among their peers, Hoyle said in an email.
“When companies are in mega-growth mode like this, private equity ownership can feel even more corporate to their independent advisors who’ve enjoyed smaller communities and close relationships, but with big firm backing and resources,” he said. “Tucking into a huge firm can dilute relationships. And repeated broker-dealer purchases, while significant internal operational overhauls are in progress, don’t feel as friendly, especially when consolidation impacts seasoned home-office staff.”
Firms like Osaic, Cetera Financial Group and Atria Wealth Solutions are deploying substantial private equity capital toward economies of scale in response to rising expenses in areas like technology and regulation, according to Brian Lauzon, a managing director with Boston-based investment bank and transaction advisory firm Colchester Partners.
The Osaic-Lincoln deal “struck me as continued consolidation in a market that has very low margins,” he said. “The definition of ‘large’ is being redefined all the time.”
Profits margins at independent brokerages and RIA custody firms “are razor-thin,” according to John Furey, managing partner of consulting and deal advisory firm Advisor Growth Strategies.
“Clearly this a capability and distribution play. Lincoln has an army of registered representatives, and Osaic is consolidating broker dealers. I see this as a clear indication of building one of the largest integrated wealth platforms in the U.S.,” Furey said in an email. “To better compete with RIAs, independent brokerage platforms will need to deliver far better technology and practice support to their advisors. Smaller independent brokerages will continue to be consolidated or simply shutter.”
“By selling off just 20% at their asking price, they will break even, and anything more could be profit,” he said. “So, financially, it would be hard to argue this wasn’t an effective strategy. But for some advisors, the changes feel more like a rolling wheel. Osaic is in the midst of consolidating all their BDs into one — the Osaic brand — and will be onboarding many of Lincoln Financial’s 1,400 advisors.
“Some Osaic advisors feel headquarters had unfinished house chores to do before fishing again. PE’s ability to generate shiny returns may be shrinking; potential profits are likely lower over time as previous buyers harvested the lowest hanging fruit,” Hoyle added.
Review for credit downgrade Moody’s is reviewing “the planned acquisition’s possible negative effect on Osaic’s financial profile,” according to a Dec. 18 note by analyst Gabriel Hack. The stated capital benefit to Lincoln of $700 million implies that “the purchase price paid by Osaic will be at least that amount and likely higher,” he wrote. The acquisition might require the firm to issue more debt notes for financing on top of its existing cash on hand from another raise this year.
“A new debt issuance could lead to a worsening in Osaic’s interest coverage and debt leverage that could adversely affect its financial profile,” Hack wrote. “Increased scale and the possible synergies that could exist from the transaction may provide credit benefits.”
For his part, Price said he’s “not worried about our financial modeling at all,” praising Reverence as “very, very good stewards” of the firm and noting that there are many divergent views on whether it’s better to be a private company or a publicly traded one.
“We could argue that all day long,” Price said. “I, quite frankly, like the fact right now that we’re not public. We have much more flexibility in our capital structure because of it.”