Item 8.01. Other Events.
As previously disclosed, on November 24, 2019, TD Ameritrade Holding
Corporation, a Delaware corporation ("TD Ameritrade"), entered into an Agreement
and Plan of Merger (as amended, the "Merger Agreement") with The Charles Schwab
Corporation, a Delaware corporation ("Schwab"), and Americano Acquisition Corp.,
a Delaware corporation and direct wholly owned subsidiary of Schwab ("Merger
Subsidiary"). Upon the terms and subject to the conditions of the Merger
Agreement, Merger Subsidiary will merge with and into TD Ameritrade (the
"Merger"), with TD Ameritrade surviving as a wholly owned subsidiary of Schwab.
Also as previously disclosed, TD Ameritrade and Schwab have agreed not to
complete the Merger unless The Toronto-Dominion Bank ("TD Bank") receives the
prior approval of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") pursuant to section 4 of the Bank Holding Company Act
of 1956 (the "BHC Act") to receive the merger consideration because TD Bank
would be acquiring 5% or more of a class of voting shares of Schwab. In
addition, the Merger Agreement provides that the obligation of Schwab to
consummate the Merger is subject to the parties having received from the Federal
Reserve Board a determination in form and substance reasonably satisfactory to
Schwab or, as determined by Schwab in its sole discretion, other acceptable
confirmation, that the consummation of the Merger will not result in Schwab
either (i) being deemed to be "controlled" by TD Bank as that term is
interpreted by the Federal Reserve Board under the BHC Act or the Home Owners'
Loan Act of 1933 ("HOLA") or (ii) being deemed to be in "control" of any of the
TD Subsidiary Banks (as defined in the Merger Agreement) as that term is
interpreted by the Federal Reserve Board under the BHC Act or HOLA.
On September 30, 2020, the Federal Reserve Board issued its approval for TD Bank
to acquire 5% or more of a class of voting shares of Schwab pursuant to section
4 of the BHC Act (the "Federal Reserve Order"). The Federal Reserve Order
approving TD Bank's "noncontrolling interest in Schwab" also stated that, based
on certain representations and other information provided by TD Bank, the
Federal Reserve Board would not view the proposed relationships between TD Bank
and Schwab as triggering any presumption that Schwab is "controlled" by TD Bank
under the BHC Act. On September 30, 2020, TD Ameritrade issued a press release
related to the Federal Reserve Order. A copy of the press release is attached as
Exhibit 99.1.
The parties now have received all regulatory approvals necessary to complete the
Merger. Completion of the Merger remains subject to customary closing
conditions. Subject to their satisfaction, the parties currently expect the
Merger to be consummated on or about October 6, 2020.
Forward-Looking Statements
This report contains forward-looking statements relating to Schwab's acquisition
of TD Ameritrade, including the expected closing date, that reflect management's
expectations as of the date hereof. Achievement of these expectations is
subject to risks and uncertainties that could cause actual results to differ
materially from the expressed expectations. Important transaction-related
factors that may cause such differences include, but are not limited to, the
failure of the parties to satisfy the closing conditions in the Merger Agreement
in a timely manner or at all. Other important factors are set forth in Schwab's
and TD Ameritrade's definitive joint proxy statement/prospectus dated May 4,
2020, as supplemented, and Schwab's and TD Ameritrade's most recent reports on
Form 10-K and Form 10-Q. Schwab and TD Ameritrade disclaim any obligation and
do not intend to update or revise any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
Exhibit No. Description of Exhibit
99.1 Press Release, dated September 30, 2020.
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