Item 8.01 Other Events

On March 24, 2020, The Charles Schwab Corporation (the "Company") issued $600,000,000 aggregate principal amount of 4.200% Senior Notes due 2025 and $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2030 (collectively, the "Notes"). The Notes were issued under a Senior Indenture, dated as of June 5, 2009 (the "Senior Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Fourteenth Supplemental Indenture, dated as of March 24, 2020 (the "Fourteenth Supplemental Indenture"). The offering was made pursuant to a Prospectus dated December 14, 2017 and a Prospectus Supplement dated March 20, 2020, filed pursuant to the Company's Shelf Registration Statement on Form S-3 (File No. 333-222063).

On March 20, 2020, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell the Notes to the Underwriters.

Copies of the Underwriting Agreement, the Fourteenth Supplemental Indenture and the form of 4.200% Senior Notes due 2025 and 4.625% Senior Notes due 2030 are attached as Exhibits 1.1, 4.52, 4.53 and 4.54, 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



  1.1         Underwriting Agreement, dated March 20, 2020, by and among the Company
            and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse
            Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities
            LLC, as the representatives of the several underwriters named therein.


  4.52        Fourteenth Supplemental Indenture, dated as of March 24, 2020, by and
            between the Company and The Bank of New York Mellon Trust Company, N.A.,
            as Trustee.

  4.53        Form of 4.200% Senior Notes due 2025 (included in Exhibit 4.52).

  4.54        Form of 4.625% Senior Notes due 2030 (included in Exhibit 4.52).

  5.1         Opinion of Arnold & Porter Kaye Scholer LLP, dated March 24, 2020.

  23.1        Consent of Arnold & Porter Kaye Scholer LLP, dated March 24, 2020
            (included in Exhibit 5.1).

  104       Cover Page Interactive Data File - the cover page interactive data file
            does not appear in the Interactive Data File because its XBRL tags are
            embedded within the Inline XBRL document.

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