TD Ameritrade Holding Corporation (NASDAQ:AMTD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On September18, 2017, the Company issued a press release announcing the closing of the Merger and the Company’s acquisition of Scottrade. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information provided to this Item 1.01 is being furnished and shall not be deemed to be “filed” with the SEC or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent set forth by specific reference in any such filing.
On September18, 2017, in lieu of being appointed to the Board as a director, as provided in the form of the Riney Stockholders Agreement attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October28, 2016, Rodger O. Riney accepted a position as Special Advisor to the President& CEO of the Company. The Riney Stockholders Agreement does not provide for Mr.Riney to be appointed as a director of the Company or to designate a replacement director in his stead.
| Item 1.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. |
In accordance with Item 1.01(a)(4) of Form 8-K, the Company will file the financial statements required by Item 1.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days after the date this Current Report on Form 8-K is required to be filed.
| (b) | Pro forma financial information. |
In accordance with Item 1.01(b)(2) of Form 8-K, the Company will file the pro forma financial information required by Item 1.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days after the date this Current Report on Form 8-K is required to be filed.
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ExhibitNumber |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of October 24, 2016, by and among Scottrade Financial Services, Inc., Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, TD Ameritrade Holding Corporation and Alto Acquisition Corp. (Attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 28, 2016, and incorporated herein by reference). |
| 10.1 | Registration Rights Agreement, dated as of September18, 2017, by and among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank, TD Luxembourg International Holdings S.à r.l., Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 and the other stockholders described therein. |
| 10.2 | Stockholders Agreement, dated as of September18, 2017, by and among TD Ameritrade Holding Corporation and Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012. |
| 10.3 | Letter Agreement, dated as of September18, 2017, by and among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and TD Luxembourg International Holdings S.à r.l. |
| 99.1 | Press Release, dated September18, 2017. |
EXHIBIT INDEX
|
ExhibitNumber |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of October 24, 2016, by and among Scottrade Financial Services, Inc., Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, TD Ameritrade Holding Corporation and Alto Acquisition Corp. (Attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October28, 2016, and incorporated herein by reference). |
| 10.1 | Registration Rights Agreement, dated as of September 18, 2017, by and among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank, TD Luxembourg International Holdings S.à r.l., Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 and the other stockholders described therein. |
| 10.2 | Stockholders Agreement, dated as of September 18, 2017, by and among TD Ameritrade Holding Corporation and Rodger O. Riney, as Voting Trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012. |
| 10.3 | Letter Agreement, dated as of September18, 2017, by and among TD Ameritrade Holding Corporation, The Toronto-Dominion Bank and TD Luxembourg International Holdings S.à r.l. |
| 99.1 | Press Release, dated September18, 2017. |
TD AMERITRADE HOLDING CORP ExhibitEX-10.1 2 d457861dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and among TD AMERITRADE HOLDING CORPORATION,…To view the full exhibit click here
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.