Item 7.01.
|
Regulation FD Disclosure
|
On October 24, 2016, TD Ameritrade Holding Corporation, a Delaware
corporation (the Company) and Scottrade Financial Services, Inc., a Delaware corporation (Scottrade), issued a press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement) by
and amoug the Company, Scottrade, Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, as the sole stockholder of Scottrade, and Alto Acquisition Corp., a wholly owned subsidiary of the Company. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The Company also intends to provide supplemental information regarding the proposed transaction in connection with a presentation to investors. A copy
of the investor presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.
The information provided pursuant to this
Item 7.01 is being furnished and shall not be deemed to be filed with the Securities and Exchange Commission (the SEC) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent set forth by specific reference in any such filing.
Safe Harbor Forward
Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995, including statements giving expectations or predictions of future financial or business performance or conditions. We intend these forward-looking statements to be covered by the safe harbor provisions of
the federal securities laws. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend, target, estimate, continue,
positions, prospects or potential, by future conditional verbs such as will, would, should, could or may, or by variations of such words or by similar
expressions.
In particular, any projections or expectations regarding the proposed business combination transaction between the Company and Scottrade
described herein, our future revenues, expenses, earnings, capital expenditures, effective tax rates, client trading activity, accounts or stock price, as well as the assumptions on which such expectations are based, are forward-looking statements.
These statements reflect only our current expectations and are not guarantees of future performance or results. These statements involve risks, uncertainties and assumptions that change over time and could cause actual results or performance to
differ materially from those contained in the forward- looking statements and historical performance. In addition to the risks, uncertainties and assumptions previously disclosed in the Companys reports and documents filed with the SEC and
those identified elsewhere in this communication, these risks, uncertainties and assumptions include, but are not limited to: the ability to obtain regulatory approvals and meet other closing conditions to the proposed transaction, including the
completion of the merger between Scottrade Bank and TD Bank, National Association, on the expected terms and schedule; delay in closing the transaction; difficulties and delays in integrating the Company and Scottrade businesses or fully realizing
cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation;
customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the Companys and Scottrades businesses
experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the inability to realize synergies or to
implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of
regulatory bodies and legislative and regulatory actions and reforms, general economic and political conditions and other securities industry risks, fluctuations in interest rates, stock market fluctuations and changes in client trading activity,
credit risk with clients and counterparties, increased competition, systems failures, delays and capacity constraints, network security risks, liquidity risks, new laws and regulations affecting our businesses, regulatory and legal matters and
uncertainties and other risk factors described in our latest Annual Report on Form 10-K, filed with the SEC on November 20, 2015 and our subsequent Quarterly Reports on Form 10-Q filed thereafter and other reports and documents we file with the
SEC. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over
time and speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any forward- looking statements, whether as a result of new information, future events or otherwise, except to the extent
required by the federal securities laws.