The Charles Schwab Corporation (NYSE:SCHW) Files An 8-K Other Events
Item8.01
| Other Events |
On March2, 2017, The Charles Schwab Corporation (the Company)
issued $650,000,000 aggregate principal amount of 3.200% Senior
Notes due 2027 (the Notes). The Notes were issued under a Senior
Indenture, dated as of June5, 2009 (the Senior Indenture),
between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee, as supplemented by the Eighth
Supplemental Indenture, dated as of March2, 2017 (the Eighth
Supplemental Indenture). The offering was made to a Prospectus
dated December15, 2014 and a Prospectus Supplement dated
February27, 2017, filed to the Companys Shelf Registration
Statement on Form S-3 (File No.333-200939).
On February27,
2017, the Company entered into an Underwriting Agreement (the
Underwriting Agreement) with Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Goldman, Sachs Co., and
Merrill Lynch, Pierce, Fenner Smith Incorporated, as
representatives of the several underwriters named therein
(collectively, Underwriters), to which the Company agreed to
issue and sell the Notes to the Underwriters.
Copies of the
Underwriting Agreement, the Eighth Supplemental Indenture and the
form of 3.200% Senior Note due 2027 are attached as Exhibits 1.1,
4.38, and 4.39, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference. A copy of the legal
opinion delivered in connection with the transactions described
above is attached as Exhibit 5.1 to this Current Report on Form
8-K.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits | |
| 1.1 |
Underwriting Agreement, dated February27, 2017, by and among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs Co., and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the several underwriters named therein. |
|
| 4.38 |
Eighth Supplemental Indenture, dated as of March2, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A. |
|
| 4.39 |
Form of 3.200% Senior Note due 2027 (included in Exhibit 4.38). |
|
| 5.1 |
Opinion of Arnold Porter Kaye Scholer LLP, dated March2, 2017. |
|
| 23.1 |
Consent of Arnold Porter Kaye Scholer LLP, dated March2, 2017 (included in Exhibit 5.1). |
(s)
About The Charles Schwab Corporation (NYSE:SCHW)
The Charles Schwab Corporation is a savings and loan holding company. The Company, through its subsidiaries, engages in wealth management, securities brokerage, banking, money management and financial advisory services. The Company provides financial services to individuals and institutional clients through two segments: Investor Services and Advisor Services. The Investor Services segment provides retail brokerage and banking services, retirement plan services and other corporate brokerage services. The Advisor Services segment provides custodial, trading, and support services, as well as retirement business services. The Company offers a range of products to address individuals’ varying investment and financial needs. Its product offerings include brokerage, mutual funds, exchange-traded funds, advice solutions, banking and trust. Its subsidiaries include Charles Schwab & Co., Inc. (Schwab), Charles Schwab Bank (Schwab Bank) and Charles Schwab Investment Management, Inc. (CSIM). The Charles Schwab Corporation (NYSE:SCHW) Recent Trading Information
The Charles Schwab Corporation (NYSE:SCHW) closed its last trading session down -0.76 at 42.23 with 15,066,494 shares trading hands.
