Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 17 2021 - 6:08AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Dated March 16, 2021
Registration Statement: No. 333-251156
The Charles Schwab Corporation
$1,250,000,000 FLOATING RATE SENIOR NOTES DUE 2024
$1,500,000,000 0.750% SENIOR NOTES DUE 2024
$1,250,000,000 2.000% SENIOR NOTES DUE 2028
SUMMARY OF TERMS
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Issuer:
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The Charles Schwab Corporation (CSC), a Delaware corporation
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Expected Ratings: (Moodys / S&P / Fitch)*
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A2 / Stable, A / Stable, A / Stable
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Security Type:
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Senior Unsecured Notes
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Pricing Date:
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March 16, 2021
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Settlement Date:
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March 18, 2021 (T+2)
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Floating Rate Senior Notes due 2024
(the 2024 Floating Rate Senior Notes)
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0.750% Senior Notes due 2024
(the
2024 Senior Notes)
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2.000% Senior Notes due 2028
(the
2028 Senior Notes)
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Principal Amount:
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$1,250,000,000
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$1,500,000,000
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$1,250,000,000
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Maturity Date:
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March 18, 2024
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March 18, 2024
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March 20, 2028
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Interest Payment Dates:
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March 18, June 18, September 18 and December 18, commencing on June 18, 2021
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March 18 and September 18, commencing on September 18, 2021
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March 20 and September 20, commencing on September 20, 2021
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Interest Record Dates:
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March 3, June 3, September 3 and December 3
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March 3 and September 3
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March 5 and September 5
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Day Count:
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Actual/360
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30/360
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30/360
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Benchmark Treasury:
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N/A
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0.250% UST due March 15, 2024
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1.125% UST due February 29, 2028
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Benchmark Treasury Price / Yield:
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N/A
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99-233⁄4 / 0.337%
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99-00 / 1.276%
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Spread to Benchmark Treasury:
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N/A
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+43 bps
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+75 bps
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Yield to Maturity:
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N/A
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0.767%
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2.026%
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Coupon:
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Compounded SOFR (as defined under Description of the NotesInterestFloating Rate Notes in the preliminary prospectus supplement dated March 16, 2021) +50 bps
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0.750%
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2.000%
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Public Offering Price:
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100.000%
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99.950%
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99.831%
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Gross Proceeds to CSC:
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$1,250,000,000
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$1,499,250,000
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$1,247,887,500
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Underwriting Discount per note paid by CSC:
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0.350%
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0.350%
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0.625%
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Aggregate Underwriting Discount paid by CSC:
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$4,375,000
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$5,250,000
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$7,812,500
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Net Proceeds to CSC (after the underwriting discount, but before deducting offering expenses):
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$1,245,625,000
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$1,494,000,000
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$1,240,075,000
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Optional Redemption:
Make-Whole Call:
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N/A
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On or after September 18, 2021 and prior to February 18, 2024, CSC may redeem some or all of the 2024 Senior Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2024
Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the redemption date) discounted to the
redemption date on a semiannual basis at the Treasury Rate plus 7 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
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On or after September 18, 2021 and prior to January 20, 2028 CSC may redeem some or all of the 2028 Senior Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2028 Senior
Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the redemption date) discounted to the redemption
date on a semiannual basis at the Treasury Rate plus 12.5 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
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Par Call:
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On or after February 18, 2024, CSC may redeem some or all of the 2024 Floating Rate Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2024 Floating Rate Senior Notes
to be redeemed plus accrued and unpaid interest to, but not including, the redemption date.
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On or after February 18, 2024, CSC may redeem some or all of the 2024 Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2024 Senior Notes to be redeemed plus accrued
and unpaid interest to, but not including, the redemption date.
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On or after January 20, 2028, CSC may redeem some or all of the 2028 Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued
and unpaid interest to, but not including, the redemption date.
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CUSIP / ISIN:
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808513BM6 / US808513BM66
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808513BN4 / US808513BN40
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808513BP9 / US808513BP97
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Joint Book-Running Managers:
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BofA Securities, Inc.
Citigroup Global Markets
Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan
Securities LLC
Morgan Stanley & Co. LLC
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Senior Co-Managers:
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Goldman Sachs & Co. LLC
Wells Fargo
Securities, LLC
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Co-Managers:
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Barclays Capital Inc.
BNY Mellon Capital
Markets, LLC
TD Securities (USA) LLC
U.S. Bancorp
Investments, Inc.
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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension
or withdrawal at any time.
The Issuer has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and
Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the
SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering
will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling BofA Securities, Inc. toll-free at (800) 294-1322, Citigroup Global Markets Inc.
toll-free at (800) 831-9146, Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037, J.P. Morgan Securities LLC collect at (212)
834-4533, or Morgan Stanley & Co. LLC at (212) 761-6691.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
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