TD Ameritrade Holding Corporation (NASDAQ:AMTD) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April24, 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 to the Prospectus Supplement, dated April24, 2017,
to the Prospectus, dated April19, 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 April19, 2017. The offering of
the Notes closed on April27, 2017.
The Notes were issued to an Indenture, dated as of October22,
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 April27, 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 April1 and October1 of each year,
beginning on October1, 2017. The Notes will mature on April1,
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 January4, 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 Exhibit5.1.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description contained under Item1.01 above is hereby
incorporated by reference in its entirety into this Item2.03.
| Item8.01 | Other Events. |
On April24, 2017, the Company issued a press release announcing
the pricing of the Notes. A copy of the press release is attached
as Exhibit 99.1 and incorporated herein by reference.
On April27, 2017, the Company issued a press release announcing
the closing of the offering of the Notes. A copy of the press
release is attached as Exhibit 99.2 and incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of April 24, 2017, among TD Ameritrade Holding Corporation, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
|
| 4.1 |
Indenture, dated October22, 2014, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Companys Form 8-K filed on October 23, 2014). |
|
| 4.2 |
Third Supplemental Indenture, dated April 27, 2017, between TD Ameritrade Holding Corporation and U.S. Bank National Association, as trustee. |
|
| 4.3 |
Form of 3.300% Senior Notes due 2027 (included in Exhibit4.2). |
|
| 5.1 | Opinion of Wachtell, Lipton, Rosen Katz. | |
| 99.1 | Press Release, dated April 24, 2017. | |
| 99.2 | Press Release, dated April 27, 2017. |
About TD Ameritrade Holding Corporation (NASDAQ:AMTD)
TD Ameritrade Holding Corporation is a provider of securities brokerage services and related technology-based financial services. The Company provides its services to retail investors, traders and independent registered investment advisors (RIAs). The Company provides its services through the Internet, a national branch network and relationships with RIAs. The Company’s products and services include common and preferred stock, exchange-traded funds, options, futures, foreign exchange, mutual funds, fixed income, new and secondary issue securities, margin lending, cash management services and annuities. The Company uses its platform to offer brokerage services to retail investors and investment advisors. In addition, it also offers various products and services to retail clients, such as touch-tone trading, trading over the Internet, real-time quotes, extended trading hours and direct access to market destinations. TD Ameritrade Holding Corporation (NASDAQ:AMTD) Recent Trading Information
TD Ameritrade Holding Corporation (NASDAQ:AMTD) closed its last trading session up +0.12 at 38.27 with 2,496,119 shares trading hands.
