TD AMERITRADE HOLDING CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
On the Effective Date, in connection with the closing of the Merger,
The foregoing description of the Sixth Supplemental Indenture is qualified in its entirety by reference to the full text of the Sixth Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
On the Effective Date and effective as of the Effective Time,
The information describing the A&R IDA Agreement, as set forth in the joint
proxy statement/prospectus of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, and the information
describing Schwab's previously disclosed entry into certain arrangements with TD
Bank in connection with the Merger, as set forth in the joint proxy
statement/prospectus of
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
The information set forth in the Introductory Note is incorporated by reference into this Item 3.01.
Prior to the Effective Time, the TD Ameritrade Common Stock was listed and
traded on the NASDAQ Global Select Market ("NASDAQ") under the trading symbol
"AMTD." On the Effective Date,
Item 3.03. Material Modification of Rights of Security Holders.
The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note is incorporated by reference into this Item 5.02.
Pursuant to the Merger Agreement, at the Effective Time,
In connection with the completion of the Merger, the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note is incorporated by reference into this Item 5.03.
In accordance with the Merger Agreement, at the Effective Time, the certificate
of incorporation of
In accordance with the Merger Agreement, at the Effective Time, the bylaws of
Merger Sub became the bylaws of
Item 7.01. Regulation FD Disclosure.
On the Effective Date, Schwab issued a press release announcing the completion
of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto.
Such press release shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing made by
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofNovember 24, 2019 , by and among The Charles Schwab Corporation,TD Ameritrade Holding Corporation andAmericano Acquisition Corp. (incorporated by reference to Exhibit 2.1 toTD Ameritrade's Current Report on Form 8-K, filed with the Commission onNovember 27, 2019 )
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
2020, by and among The Charles Schwab Corporation, TD Ameritrade Holding
Corporation and Americano Acquisition Corp. (incorporated by reference
to Exhibit 2.2 to TD Ameritrade's Current Report on Form 8-K, filed with
the Commission on May 15, 2020 )
3.1 Amended and Restated Certificate of Incorporation of TD Ameritrade
Holding Corporation, dated October 6, 2020 3.2 Amended and Restated Bylaws of
dated October 6, 2020 4.1 Sixth Supplemental Indenture, dated as of
Ameritrade Holding Corporation andU.S. Bank National Association , as trustee
10.1 Consent, Agreement and Joinder to the Amended and Restated IDA
Agreement, dated as of October 6, 2020 , by and among Charles Schwab &
Co., Inc., TD Ameritrade, Inc. , TD Ameritrade Clearing, Inc. and TD
Ameritrade Trust Company 10.2 Amended and Restated Insured Deposit Account Agreement, dated as of
November 24, 2019 , by and amongTD Bank USA , National Association,TD Bank, National Association and The Charles Schwab Corporation (incorporated by reference to Exhibit 10.6 to Schwab's Current Report on Form 8-K (File No. 001-09700), filed with the Commission onNovember 29 , 2019)*
99.1 Press Release, dated
104 Cover Page Interactive Data File (formatted as inline XBRL document)
* Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.
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