Charles Schwab starts exchange offer for four TD Ameritrade notes

Chicago, Aug. 24 – Charles Schwab Corp. started an offer to exchange four series of notes issued by TD Ameritrade Holding Corp. for notes to be issued by Schwab, according to a press release.

The existing notes would be exchanged for new notes with the same coupon and maturity date, but would list Schwab as issuer.

For noteholders who participate by the early deadline, $1,000 of existing notes would be exchanged for $1,000 of new notes. The total consideration would also include a cash payment of $1.00 per note.

Noteholders who participate after the early deadline would only receive $970 per note and the cash payment.

The notes that are part of the offer are the:

• $400 million outstanding 3.75% senior notes due 2024 (Cusip: 87236YAH1);

• $500 million outstanding 3.625% senior notes due 2025 (Cusip: 87236YAD0);

• $800 million outstanding 3.3% senior notes due 2027 (Cusip: 87236YAF5); and

• $500 million outstanding 2.75% senior notes due 2029 (Cusip: 87236YAJ7).

Charles Schwab is also soliciting consents to amend the indentures to modify or delete certain restrictive terms.

The early participation deadline is 5 p.m. ET on Sept. 7. This is also the consent revocation deadline.

Tenders can be withdrawn at any time before the expiration time.

The offers and consent solicitations expire at 8 a.m. ET on Sept. 22.

The joint lead dealer managers and joint lead solicitation agents for the offer are Credit Suisse (888 820-1653, 212 538-2147) and Citigroup (800 558-3745, 212 723-6106).

Global Bondholder Services Corp. is the exchange agent and information agent (212 430-3774, 866 470-3900, contact@gbsc-usa.com).

Charles Schwab is a San Francisco-based financial services company.

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