TD Ameritrade Holding Corporation (NASDAQ:AMTD) Files An 8-K Entry into a Material Definitive Agreement

5

TD Ameritrade Holding Corporation (NASDAQ:AMTD) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

TD Ameritrade Holding Corporation Credit
Agreement

On April21, 2017, TD Ameritrade Holding Corporation (Parent)
entered into a Credit Agreement (the Parent Credit Agreement)
with the lenders party thereto (the Parent Lenders), led by U.S.
Bank National Association, as syndication agent, Barclays Bank
PLC, TD Securities (USA) LLC (TD Securities) and Wells Fargo
Securities, LLC, as co-documentation agents, and JPMorgan Chase
Bank, N.A., as administrative agent, to which the Parent Lenders
have committed to make available to Parent a new $300million
senior unsecured revolving loan facility (the New Parent
Revolving Facility). TD Securities is a wholly-owned subsidiary
of The Toronto-Dominion Bank (TD), and TD owns approximately 42%
of the outstanding common stock of Parent. Additional information
regarding the relationship between TD and Parent is described in
Parents Definitive Proxy Statement for Parents 2017 Annual
Meeting of Stockholders filed with the U.S. Securities and
Exchange Commission on January4, 2017.

The New Parent Revolving Facility replaced Parents existing
$300million unsecured revolving loan facility (the Existing
Parent Revolving Facility), which was scheduled to expire on
June11, 2019. The maturity date of the New Parent Revolving
Facility is April21, 2022. Borrowings under the New Parent
Revolving Facility may be used for working capital needs and for
general corporate purposes.

The applicable interest rate under the New Parent Revolving
Facility is calculated as a per annum rate equal to, at the
option of Parent, (a)LIBOR plus an applicable margin, which is
currently 1.25% (Eurodollar loans) or (b)(i) the greater of
(x)the prime rate, (y)the federal funds effective rate (or if the
federal funds effective rate is unavailable, the overnight bank
funding rate) plus 0.50% or (z)the eurodollar rate assuming a
one-month interest period plus 1.00% plus (ii)an applicable
margin, which is currently 0.25% (ABR loans). The applicable
margins for both Eurodollar loans and ABR loans under the New
Parent Revolving Facility will be reduced in the event of certain
improvements in Parents senior unsecured long-term debt ratings
(subject to a minimum of 0.875% for Eurodollar loans and 0% for
ABR loans) and will be increased in the event of certain
reductions in Parents senior unsecured long-term debt ratings
(subject to a maximum of 1.50% for Eurodollar loans and 0.50% for
ABR loans). Parent pays an annual commitment fee which is a
percentage of the unused capacity of the New Parent Revolving
Facility. The commitment fee varies based on Parents senior
unsecured long-term debt ratings and is currently 0.15%.

The obligations under the Parent Credit Agreement are not
guaranteed by any subsidiary of Parent. Prior to the termination
of the Existing Parent Revolving Facility, TD Ameritrade Online
Holdings Corp. (TDAOH) guaranteed Parents obligations under the
Existing Parent Revolving Facility and its 5.600% Senior Notes
due 2019 issued to the Indenture dated November19, 2009 between
Parent, TDAOH and The Bank of New York Mellon Trust Company,
National Association, as trustee, as supplemented by the First
Supplemental Indenture dated November25, 2009 (the 2019 Notes).
Upon the termination of the Existing Parent Revolving Facility on
April21, 2017, TDAOHs guarantee of 2019 Notes was automatically
released.

The Parent Credit Agreement contains negative covenants that
limit or restrict, subject to certain exceptions, the incurrence
of liens, indebtedness of subsidiaries, change in nature of
business, mergers, consolidations, the sale of all or
substantially all of the assets of Parent and its subsidiaries,
taken as a whole, and transactions with affiliates. Parent is
also required to maintain compliance with a maximum consolidated
leverage ratio covenant (not to exceed 3.00:1.00) and a minimum
consolidated interest coverage ratio covenant (not less than
4.00:1.00), and Parents broker-dealer subsidiaries are required
to maintain compliance with a minimum regulatory net capital
covenant. The Parent Credit Agreement also contains customary
affirmative covenants, including, but not limited to, compliance
with applicable law, payment of taxes, maintenance of insurance,
preservation of corporate existence, keeping of proper books of
record and account and maintenance of properties.

The Parent Credit Agreement includes events of default customary
for such financings, including, but not limited to, nonpayment of
principal, interest or fees, cross-defaults to other debt,
inaccuracies of representations and warranties, failure to
perform negative covenants, failure to perform other terms and
conditions, events of bankruptcy and insolvency, change of
control and unsatisfied judgments.

-2-

The foregoing description of the Parent Credit Agreement is
qualified in its entirety by reference to the complete terms and
conditions of the Parent Credit Agreement, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.

TD Ameritrade Clearing, Inc. Credit
Agreement

On April21, 2017, TD Ameritrade Clearing, Inc. (TDAC), a
wholly-owned subsidiary of Parent, entered into a Credit
Agreement (the TDAC Credit Agreement) with the lenders party
thereto (the TDAC Lenders), led by U.S. Bank National
Association, as syndication agent, Barclays Bank PLC, TD
Securities and Wells Fargo Securities, LLC, as co-documentation agents, and
JPMorgan Chase Bank, N.A., as administrative agent, to which the
TDAC Lenders have committed to make available to TDAC a
$600million senior unsecured revolving loan facility (the New
TDAC Revolving Facility).

The New TDAC
Revolving Facility replaced TDACs existing $300million unsecured
revolving loan facility (the Existing TDAC Revolving Facility),
which was scheduled to expire on June11, 2019. The maturity date
of the New TDAC Revolving Facility is April21, 2022. Borrowings
under the New TDAC Revolving Facility may be used for working
capital needs and for general corporate purposes.

The applicable
interest rate under the New TDAC Revolving Facility is calculated
as a per annum rate equal to, at the option of TDAC, (a)LIBOR
plus an applicable margin, which is currently 1.125% (Eurodollar
loans) or (b)the federal funds effective rate plus an applicable
margin, which is currently 1.125% (Federal Funds Rate loans). The
applicable margins for both Eurodollar loans and Federal Funds
Rate loans under the New TDAC Revolving Facility will be reduced
in the event of certain improvements in Parents senior unsecured
long-term debt ratings (subject to a minimum of 0.75% for both
Eurodollar loans and Federal Funds Rate loans) and will be
increased in the event of certain reductions in Parents senior
unsecured long-term debt ratings (subject to a maximum of 1.25%
for both Eurodollar loans and Federal Funds Rate loans). TDAC
pays an annual commitment fee which is a percentage of the unused
capacity of the New TDAC Revolving Facility. The commitment fee
varies based on Parents senior unsecured long-term debt ratings
and is currently 0.125%.

The TDAC Credit
Agreement contains negative covenants that limit or restrict,
subject to certain exceptions, the incurrence of liens,
indebtedness of TDAC and its subsidiaries, change in nature of
business, mergers, consolidations, and the sale of all or
substantially all of the assets of TDAC and its subsidiaries,
taken as a whole. TDAC is also required to maintain minimum
consolidated tangible net worth and is required to maintain
compliance with minimum regulatory net capital requirements. The
TDAC Credit Agreement also contains customary affirmative
covenants, including, but not limited to, compliance with
applicable law, payment of taxes, maintenance of insurance,
preservation of corporate existence, keeping of proper books of
record and account and maintenance of properties.

The TDAC Credit
Agreement includes events of default customary for such
financings, including, but not limited to, nonpayment of
principal, interest or fees, cross-defaults to other debt,
inaccuracies of representations and warranties, failure to
perform negative covenants, failure to perform other terms and
conditions, events of bankruptcy and insolvency, change of
control and unsatisfied judgments.

The foregoing
description of the TDAC Credit Agreement is qualified in its
entirety by reference to the complete terms and conditions of the
TDAC Credit Agreement, which is attached hereto as Exhibit 10.2
and incorporated by reference herein.

Item1.02 Termination of a Material Definitive
Agreement.

On April21, 2017,
in connection with the New Parent Revolving Facility described
above, Parent terminated the Existing Parent Revolving Facility
and the related credit agreement, dated as of June11, 2014, among
Parent, TD Ameritrade Online Holdings Corp., as guarantor, the
lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent. There were no material termination
penalties in connection with the termination of the Existing
Parent Revolving Facility.

-3-

On April21, 2017,
in connection with the New TDAC Revolving Facility described
above, TDAC terminated the Existing TDAC Revolving Facility and
the related credit agreement, dated as of June11, 2014, among
TDAC, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent. There were no material termination
penalties in connection with the termination of the Existing TDAC
Revolving Facility.

The disclosure
provided under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 1.02.

Item2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

The disclosure
provided under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 2.03.

Item9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.

Description

10.1 Credit Agreement, dated April21, 2017, among TD Ameritrade
Holding Corporation, the lenders party thereto, U.S. Bank
National Association, as syndication agent, Barclays Bank
PLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC,
as co-documentation agents and JPMorgan Chase Bank, N.A., as
administrative agent
10.2 Credit Agreement, dated April21, 2017, among TD Ameritrade
Clearing, Inc., the lenders party thereto, U.S. Bank National
Association, as syndication agent, Barclays Bank PLC, TD
Securities (USA) LLC and Wells Fargo Securities, LLC, as
co-documentation agents and JPMorgan Chase Bank, N.A., as
administrative agent

-4-


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 down -0.73 at 37.93 with 3,692,493 shares trading hands.

An ad to help with our costs