Item 1.01
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Entry into a Material Definitive Agreement.
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On April 24, 2017, TD Ameritrade Holding Corporation
(the Company) entered into an underwriting agreement (the Underwriting Agreement) with Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the
Underwriters), with respect to the offering and sale by the Company of $800,000,000 aggregate principal amount of the Companys 3.300% Senior Notes due 2027 (the Notes). The Notes have been offered pursuant to the
Prospectus Supplement, dated April 24, 2017, to the Prospectus, dated April 19, 2017, filed as part of the Registration Statement on Form S-3 (Registration No. 333-217367) that became effective when filed with the U.S. Securities and
Exchange Commission (the SEC) on April 19, 2017. The offering of the Notes closed on April 27, 2017.
The Notes were issued pursuant
to an Indenture, dated as of October 22, 2014 (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee), as supplemented by the Third Supplemental Indenture, dated as of
April 27, 2017, between the Company and the Trustee (the Supplemental Indenture).
The Notes will bear interest at a rate of
3.300% per annum, payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2017. The Notes will mature on April 1, 2027.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including, without limitation, the financing of the
cash consideration payable by the Company in its planned acquisition of Scottrade Financial Services, Inc.
TD Securities (USA) LLC, one of the
Underwriters in the offering, is a wholly owned subsidiary of The Toronto-Dominion Bank (TD). TD owns approximately 42% of the outstanding common stock of the Company. Additional information regarding the relationship between TD and the
Company is described in the Companys Definitive Proxy Statement for the Companys 2017 Annual Meeting of Stockholders filed with the SEC on January 4, 2017.
The Underwriters and their affiliates perform and have performed commercial and investment banking and advisory services for the Company from time to time for
which they receive and have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of its business for which they
may receive fees and expenses.
The foregoing descriptions of the Underwriting Agreement, the Indenture, the Supplemental Indenture, and the Notes are
qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement, the Indenture, the Supplemental Indenture, and the form of Note, which are attached hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively,
and incorporated by reference herein. In connection with the issuance of the Notes, Wachtell, Lipton, Rosen & Katz provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.