CHARLES SCHWAB 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 Schwab and TD Ameritrade that was included in the Registration Statement, is incorporated by reference into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On the Effective Date, Schwab entered into a guaranty supplement to guarantee
the obligations of TD Ameritrade under its
Item 3.02. Unregistered Sales of
The information set forth in the Introductory Note, and the information describing the Schwab Nonvoting Common Stock, as set forth in the joint proxy statement/prospectus of Schwab and TD Ameritrade that was included in the Registration Statement, is incorporated by reference into this Item 3.02.
Pursuant to the Merger Agreement, on the Effective Date, Schwab issued approximately 177 million shares of Schwab Common Stock and approximately 77 million shares of Schwab Nonvoting Common Stock to TD Bank. Those shares of Schwab Common Stock and Schwab Nonvoting Common Stock were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act.
Immediately following the initial issuance of Schwab Common Stock and Schwab Nonvoting Common Stock to TD Bank, TD Bank exercised a right to exchange 500,000 shares of Schwab Common Stock for an equal number of shares of Schwab Nonvoting Common Stock. The shares of Schwab Nonvoting Common Stock issued in the exchange were issued in reliance on Section 3(a)(9) of the Securities Act.
Item 3.03. Material Modification of Rights of Security Holders.
The information set forth in the Introductory Note and Item 5.03 is incorporated by reference into this Item 3.03.
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.
Under the terms of the Merger Agreement, TD Ameritrade initially had the right
to designate one director to the board of directors ("Board") of Schwab, subject
to certain qualifications and eligibility criteria set forth in the Merger
Agreement. Under the terms of the Merger Agreement and the Stockholder Agreement
dated as of
Effective upon the Effective Time, the Board appointed
TD Ameritrade currently transacts business and has various relationships with TD
Bank and certain of its affiliates. Many of these relationships will continue
after the Merger. See disclosure under Item 13 of TD Ameritrade's Annual Report
on Form 10-K/A for the fiscal year ended
The foregoing descriptions of the Stockholder Agreement, the Registration Rights
Agreement and the IDA Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of the Stockholder Agreement,
the Registration Rights Agreement and the IDA Agreement, copies of which are
filed as Exhibit 10.1, 10.5 and 10.6, respectively, to Schwab's Current Report
on Form 8-K, filed with the Commission on
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 Schwab, as in effect immediately prior to the Effective
Time, was amended to create a new class of nonvoting common stock. A copy of the
Amendment to Fifth Restated Certificate of Incorporation of
On
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 Schwab under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofNovember 24, 2019 , by and amongThe Charles Schwab Corporation , TD Ameritrade Holding Corporation andAmericano Acquisition Corp. (incorporated by reference to Exhibit 2.1 to Schwab's Current Report on Form 8-K, filed with the Commission onNovember 29, 2019 ) 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofMay 14, 2020 , by and amongThe Charles Schwab Corporation , TD Ameritrade Holding Corporation andAmericano Acquisition Corp. (incorporated by reference to Exhibit 2.2 to Schwab's Current Report on Form 8-K, filed with the Commission onMay 15, 2020 ) 3.1 Amendment to Fifth Restated Certificate of Incorporation ofThe Charles Schwab Corporation , effectiveOctober 6, 2020 3.2 Amendment to Fourth Restated Bylaws ofThe Charles Schwab Corporation , to be effectiveJanuary 1, 2021 99.1 Press Release 104 Cover Page Interactive Data File (formatted as inline XBRL document)
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