Item 1.01.
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Entry into a Material Definitive Agreement.
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Registration Rights Agreement
On September 18, 2017, in connection with the closing of the Merger described in Item 2.01 below, TD Ameritrade Holding Corporation,
a Delaware corporation (the
Company
), The Toronto-Dominion Bank (
TD Bank
), TD Luxembourg International Holdings S.à r.l. (
TD Lux
), Rodger O. Riney, as Voting Trustee of the Rodger O.
Riney Family Voting Trust U/A/D 12/31/2012 (the
Voting Trust
) (in such capacity, the sole stockholder of Scottrade (the
Stockholder
)), and the other stockholders described therein (the
Ricketts
Stockholders
) entered into a registration rights agreement (the
Registration Rights Agreement
) providing each of TD Bank, TD Lux, the Stockholder, and the Ricketts Stockholders with certain customary registration rights
with respect to their respective shares of the Companys common stock, par value $0.01 per share (the
Company Shares
). Pursuant to the Registration Rights Agreement, each of TD Bank, TD Lux, the Stockholder and the Ricketts
Stockholders are entitled to certain customary demand registration, shelf takedown and piggyback registration rights with respect to their respective Company Shares, subject to certain customary limitations (including with respect to minimum
offering size and maximum number of demands and underwritten shelf takedowns within certain periods). With respect to TD Bank, TD Lux and the Ricketts Stockholders, the Registration Rights Agreement supersedes and replaces the Amended and Restated
Registration Rights Agreement, dated as of June 22, 2005, by and among the Company, TD Bank and the Ricketts Stockholders.
The
foregoing description of the Registration Rights Agreement and the transactions and agreements contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Registration Rights Agreement,
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Riney Stockholders Agreement
On September 18, 2017, in connection with the closing of the Merger described in Item 2.01 below, the Company and the Stockholder
entered into a stockholders agreement (the
Riney Stockholders Agreement
), setting forth, among other things, certain rights and obligations of the Stockholder as a stockholder of the Company, including limitations on the
acquisition of additional equity interests in the Company, customary standstill restrictions and prohibitions on taking certain actions relating to the Company, transfer restrictions and voting arrangements relating to the election or removal of
directors as provided in the Stockholders Agreement among the Company, TD Bank and the Ricketts Stockholders, dated as of June 22, 2005, as amended (the
TD Stockholders Agreement
).
The Riney Stockholders Agreement prohibits the Stockholder and its permitted transferees from transferring Company Shares unless such transfer
is not to a transferee who following such transfer would hold 5% or more of the Company Shares, subject to certain exceptions. The Riney Stockholders Agreement also requires the Stockholder to vote its Company Shares in favor of each director
candidate nominated for election to the Board of Directors of the Company (the
Board
) pursuant to the terms of the TD Stockholders Agreement. The Riney Stockholders Agreement also contains customary standstill provisions and
generally prohibits the Stockholder and its permitted transferees from acquiring any additional Company Shares.
The Riney Stockholders
Agreement will terminate on the earliest of (1) on or prior to the third anniversary of the date of the Riney Stockholders Agreement, the date on which the Stockholder and its permitted transferees cease to beneficially own at least 66 2/3% of
the Company Shares acquired by the Stockholder as Stock Consideration (as described in Item 2.01 below) in the Merger, (2) after the third anniversary of the date of the Riney Stockholders Agreement, the date on which the Stockholder and
its
permitted transferees cease to beneficially own at least 85% of the Company Shares acquired by the Stockholder as Stock Consideration in the Merger, and (3) at the election of the Stockholder
upon not less than six months prior irrevocable notice to the Company, on a date following the fourth anniversary of the date of the Riney Stockholders Agreement (provided that certain standstill restrictions will continue for a period of six
months after the date of such termination).
The foregoing description of the Riney Stockholders Agreement and the transactions and
agreements contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Riney Stockholders Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by
reference.
TD Stockholders Agreement Amendment Termination
On September 18, 2017, the Company, TD Bank and TD Lux entered into a letter agreement (the
Amendment Termination
Letter
) terminating the previous letter agreement amending the TD Stockholders Agreement (the
Previous Amendment Letter
), effective immediately. The Previous Amendment Letter was entered into by the Company, TD Bank and
TD Lux on October 24, 2016, in order to accommodate the contemplated appointment of Rodger O. Riney to the Board following the closing of the Merger (as defined below). As described in Item 8.01 below, in lieu of being appointed to the Board as a
director, Mr. Riney accepted a position as Special Advisor to the President & CEO of the Company.
The foregoing description of the
Amendment Termination Letter and the transactions and agreements contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment Termination Letter, which is
attached hereto as Exhibit 10.3 and incorporated herein by reference. The Previous Amendment Letter was filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on October 28, 2016 and is also incorporated herein by
reference.