The Charles Schwab Corporation (“CSC”) today announced that, as
of 5:00 p.m., New York City time, on September 7, 2021 (the “Early
Participation Date”), the aggregate principal amount of the four
series of notes described in the table below (collectively, the
“Old Notes”) issued by TD Ameritrade Holding Corporation (“TDA
Holding”) had been validly tendered and not validly withdrawn in
connection with CSC’s previously announced offers to exchange (the
“exchange offers”) all validly tendered (and not validly withdrawn)
and accepted Old Notes of each such series for new notes to be
issued by CSC (collectively, the “CSC Notes”), and the related
solicitations of consents (the “consent solicitations”) from
holders of the Old Notes (on behalf of TDA Holding) to certain
proposed amendments to the corresponding indenture and to
supplemental indentures pursuant to which such Old Notes were
issued (the “TDA Indentures”). A registration statement on Form S-4
(File No. 333-259030) (the “Registration Statement”) relating to
the exchange offers and consent solicitations was filed with the
Securities and Exchange Commission (“SEC”) on August 24, 2021, but
has not yet been declared effective.
Title of Series of Old
Notes
CUSIP/ISIN
Aggregate Principal
Amount
Aggregate Principal Amount
Tendered in the Exchange Offers as of the Early Participation
Date
Aggregate Principal Amount of
Consents Received as of the Early Participation Date
Percentage of Total
Outstanding Principal Amount of such Series of Old Notes with
Respect to which Consents were Received(1)
3.750% Senior Notes due 2024
87236YAH1 / US87236YAH18
$400,000,000
$333,775,000
$333,775,000
83.44%
3.625% Senior Notes due 2025
87236YAD0 / US87236YAD04
$500,000,000
$416,433,000
$416,433,000
83.29%
3.300% Senior Notes due 2027
87236YAF5 / US87236YAF51
$800,000,000
$680,404,000
$680,404,000
85.05%
2.750% Senior Notes due 2029
87236YAJ7 / US87236YAJ73
$500,000,000
$470,172,000
$470,172,000
94.03%
(1)
The requisite consents for adopting the
proposed amendments to the applicable TDA Indentures were received
for all series of Old Notes.
The deadline to receive the Early Participation Premium (as
defined below) has been extended beyond the Early Participation
Date to 8:00 a.m., New York City time, on September 22, 2021,
unless extended or earlier terminated (the “Expiration Date”), such
that in exchange for each $1,000 principal amount of Old Notes that
is validly tendered after the Early Participation Date but prior to
the Expiration Date and not validly withdrawn, holders of such Old
Notes will be eligible to receive the Total Consideration (as
defined below).
The Consent Revocation Deadline for all series of Old Notes has
not been extended and occurred on 5:00 p.m., New York City time, on
September 7, 2021. As a result, consents to amend the TDA
Indentures that have been validly delivered in connection with any
Old Notes may no longer be revoked.
The exchange offers and consent solicitations are being made
pursuant to the terms and conditions set forth in the prospectus
dated August 24, 2021 (the “Prospectus”), which forms part of the
Registration Statement, and the related Letter of Transmittal and
Consent (the “Letter of Transmittal”). The exchange offers and
consent solicitations commenced on August 24, 2021 and expire on
the Expiration Date. In exchange for each $1,000 principal amount
of Old Notes that were validly tendered prior to the Early
Participation Date, and not validly withdrawn, holders of such Old
Notes will be eligible to receive the total consideration (the
“Total Consideration”), which consists of $1,000 principal amount
of the corresponding CSC Notes and $1.00 cash. The Total
Consideration includes an early participation premium (the “Early
Participation Premium”), which consists of $30 principal amount of
the corresponding series of CSC Notes per $1,000 principal amount
of Old Notes. The consummation of each exchange offer is subject
to, and conditional upon, the satisfaction or, where permitted,
waiver of the conditions in the Registration Statement. CSC may, at
its option, waive any such conditions except for the condition that
the Registration Statement of which the Prospectus forms a part has
been declared effective by the SEC. All conditions to the exchange
offers must be satisfied or, where permitted, waived, at or by the
Expiration Date.
Tenders of Old Notes in connection with any of the exchange
offers may be withdrawn at any time prior to the Expiration Date of
the applicable exchange offer. Following the Expiration Date,
tenders of Old Notes may not be validly withdrawn unless CSC is
otherwise required by law to permit withdrawal.
The CSC Notes will be unsecured and unsubordinated obligations
of CSC and will rank equally with all other unsecured and
unsubordinated indebtedness of CSC issued from time to time.
Each CSC Note issued in exchange for an Old Note will have an
interest rate, interest payment dates and maturity that are the
same as the interest rate, the interest payment dates and maturity
of the tendered Old Note, as well as substantively the same
optional redemption provisions. No accrued but unpaid interest will
be paid on the Old Notes in connection with the exchange offers.
However, interest on the applicable CSC Note will accrue from and
including the most recent interest payment date of the tendered Old
Note. Subject to the minimum denominations as described in the
Registration Statement, the principal amount of each CSC Note will
be rounded down, if necessary, to the nearest whole multiple of
$1,000, and CSC will pay a cash rounding amount equal to the
remaining portion, if any, of the exchange price of such Old Note,
plus accrued and unpaid interest with respect to such portion of
the Old Notes not exchanged.
Questions concerning the terms of the exchange offers or the
consent solicitations for the Old Notes should be directed to the
joint lead dealer managers and joint lead solicitation agents:
Credit Suisse 11 Madison
Avenue
New York, New York 10010 Toll
Free: (888) 820-1653 Collect: (212) 538-2147 Attn: Liability
Management Group
Citigroup 388 Greenwich
Street, Trading 4th Floor New York, New York 10013 Toll Free: (800)
558-3745 Collect: (212) 723-6106 Attn: Liability Management
Group
Questions concerning tender procedures for the
Old Notes and requests for additional copies of the Prospectus and
the Letter of Transmittal should be directed to the exchange agent
and information agent:
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only): (212) 430-3775
Attention: Corporate Actions
By Mail or Hand: 65 Broadway, Suite 404 New
York, New York 10006 Attention: Corporate Actions
Banks and Brokers Call Collect: (212) 430-3774
All Others, Please Call Toll Free: (866) 470-3900
By E-mail: contact@gbsc-usa.com
Subject to applicable law, each exchange offer and each consent
solicitation is being made independently of the other exchange
offers and consent solicitations, and CSC reserves the right to
terminate, withdraw or amend each exchange offer and each consent
solicitation independently of the other exchange offers and consent
solicitations at any time and from time to time, as described in
the Registration Statement.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein and is not a
solicitation of the related consents. The exchange offers and
consent solicitations may be made solely pursuant to the terms and
conditions of the Prospectus, the Letter of Transmittal and the
other related materials. The exchange offers and consent
solicitations are not being made in any state or jurisdiction in
which such offers would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
In order to participate in any exchange offer and consent
solicitation for Old Notes, holders of the Old Notes resident in
Canada are required to complete, sign and submit to the exchange
agent the related Canadian Certification Form.
This press release, the Prospectus and any other document or
materials relating to the issue of the CSC Notes offered hereby is
not a Prospectus for the purposes of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”). The communication of this press release,
the Prospectus and any other document or materials relating to the
issue of the CSC Notes offered hereby is not being made, and such
documents and/or materials have not been approved, by an authorized
person for the purposes of Section 21 of the United Kingdom’s
Financial Services and Markets Act 2000 (as amended, the “FSMA”).
Accordingly, such documents and materials are not being distributed
to, and must not be directed at, the general public in the United
Kingdom. The communication of such documents and/or materials is
only being made to those persons in the United Kingdom who have
professional experience in matters relating to investments and who
fall within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”)), or who
fall within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as “Relevant Persons”). In the United
Kingdom, the Prospectus and the CSC Notes offered thereby are only
available to, and any investment or investment activity to which
the Prospectus and any other document or materials relating to the
issue of the CSC Notes offered thereby relates, will be engaged in
only with, Relevant Persons. Any person in the United Kingdom that
is not a Relevant Person should not act or rely on the Prospectus
or any of its contents.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS— The CSC
Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”) or in the United Kingdom (“UK”). For these purposes, a
retail investor means a person who is one (or more) of the
following: (i) a retail client as defined in point (11) of Article
4(1) of Directive (EU) 2014/65/EU (as amended, “MiFID II”), (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended,
the “Insurance Distribution Directive”), where that customer would
not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II or (iii) a person that is not a qualified
investor as defined in the Prospectus Regulation. Consequently, no
key information document required by Regulation (EU) No. 1286/2014
(as amended, the “PRIIPs Regulation”) for offering or selling the
CSC Notes and otherwise making them available to retail investors
in the EEA or in the UK has been prepared and therefore offering or
selling the securities or otherwise making them available to a
retail investor in the EEA or in the UK may be unlawful under the
PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET— Solely for the
purposes of each manufacturer’s product approval process, the
target market assessment in respect of the CSC Notes has led to the
conclusion that: (i) the target market for the CSC Notes is
eligible counterparties and professional clients only, each as
defined in MiFID II and (ii) all channels for distribution of the
CSC Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the CSC Notes (a “distributor”) should take into
consideration the manufacturers’ target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the CSC Notes (by
either adopting or refining the manufacturers’ target market
assessment) and determining appropriate distribution channels.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements include statements regarding CSC’s offers to exchange
and intended offering of CSC Notes. These forward-looking
statements are subject to risks and uncertainties, including the
risks disclosed in the Registration Statement and CSC’s filings
with the Securities and Exchange Commission, including CSC’s Annual
Report on Form 10-K for the year ended December 31, 2020 and
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2021 and June 30, 2021.
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version on businesswire.com: https://www.businesswire.com/news/home/20210908005390/en/
MEDIA Mayura Hooper Charles Schwab Phone:
415-667-1525
INVESTORS/ANALYSTS Jeff Edwards Charles Schwab Phone:
415-667-1524
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