TD Ameritrade Announces Closing of Senior Notes Offering
28 April 2017 - 6:30AM
Business Wire
TD Ameritrade Holding Corporation (Nasdaq: AMTD) today announced
the closing of its previously-announced underwritten public
offering of $800 million of the Company’s senior notes due 2027.
The Company intends to use the net proceeds from the sale for
general corporate purposes, including the financing of the cash
consideration payable by the Company in its planned acquisition of
Scottrade Financial Services, Inc.
In addition, on Friday, Apr. 21, 2017 the Company entered into a
new five-year $300 million senior unsecured revolving credit
facility to replace its existing credit facility, and TD Ameritrade
Clearing, Inc., the Company’s clearing broker-dealer subsidiary,
entered into a new five-year $600 million senior unsecured
revolving credit facility to replace and increase by $300 million
its existing credit facility. More information about the new credit
facilities can be found in the Company’s Current Report on Form 8-K
filed on Apr. 21, 2017.
The Company has completed these transactions in anticipation of
the closing of its acquisition of Scottrade Financial Services,
Inc., which it expects will take place by the end of its current
fiscal year, Sept. 30, 2017.
Barclays Capital Inc., Wells Fargo Securities, LLC, J.P. Morgan
Securities LLC, TD Securities (USA) LLC, and U.S. Bancorp
Investments, Inc. acted as joint book-running managers of the
offering. In addition, Merrill Lynch, Pierce, Fenner & Smith
Incorporated acted as co-manager.
The offering was made solely by means of a prospectus supplement
and a prospectus, which have been filed with the U.S. Securities
and Exchange Commission and may be obtained by contacting Barclays
Capital Inc. toll-free at (888) 603-5847 or Wells Fargo Securities,
LLC toll-free at (800) 645-3751.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to purchase, any securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
Source: TD Ameritrade Holding Corporation
About TD Ameritrade Holding CorporationMillions of
investors and independent registered investment advisors (RIAs)
have turned to TD Ameritrade’s (Nasdaq: AMTD) technology, people
and education to help make investing and trading easier to
understand and do. Online or over the phone. In a branch or with an
independent RIA. First-timer or sophisticated trader. Our clients
want to take control, and we help them decide how - bringing Wall
Street to Main Street for more than 40 years. TD Ameritrade
has time and again been recognized as a leader in investment
services. Please visit TD Ameritrade's newsroom or
www.amtd.com for more information, or read our stories on our
corporate blog, Fresh Accounts, at
http://freshaccounts.amtd.com.
Safe HarborThis document contains forward-looking
statements within the meaning of the federal securities laws. We
intend these forward-looking statements to be covered by the safe
harbor provisions of the federal securities laws. In particular,
any projections regarding our future revenues, expenses, earnings,
capital expenditures, effective tax rates, client trading activity,
accounts, stock price or any projections or expectations regarding
the proposed business combination transaction between us and
Scottrade Financial Services, Inc., as well as the assumptions on
which such expectations are based, are forward-looking statements.
These statements reflect only our current expectations and are not
guarantees of future performance or results. These statements
involve risks, uncertainties and assumptions that could cause
actual results or performance to differ materially from those
contained in the forward-looking statements. These risks,
uncertainties and assumptions include, but are not limited to:
general economic and political conditions and other securities
industry risks, fluctuations in interest rates, stock market
fluctuations and changes in client trading activity, credit risk
with clients and counterparties, increased competition, systems
failures, delays and capacity constraints, network security risks,
liquidity risks, new laws and regulations affecting our business,
regulatory and legal matters, the ability to obtain regulatory
approvals and meet other closing conditions to the proposed
transaction, including the completion of the merger between
Scottrade Bank and TD Bank, N.A., on the expected terms and
schedule; delay in closing the transaction; difficulties and delays
in integrating the TD Ameritrade and Scottrade businesses or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; TD Ameritrade’s
and Scottrade’s businesses experiencing disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
other business partners or governmental entities; the inability to
realize synergies or to implement integration plans and other
consequences associated with mergers, acquisitions and
uncertainties and other risk factors described in our latest Annual
Report on Form 10-K, filed with the SEC on Nov. 18, 2016 and our
latest Quarterly Report on Form 10-Q filed thereafter. These
forward-looking statements speak only as of the date on which the
statements were made. We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent required by the federal securities laws.
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version on businesswire.com: http://www.businesswire.com/news/home/20170427006546/en/
TD Ameritrade Holding CorporationFor Media:Kim Hillyer,
402-574-6523Director, Corporate
Communicationskim.hillyer@tdameritrade.com@TDAmeritradePRorFor
Investors:Jeff Goeser, 402-597-8464Director, Investor
Relationsjeffrey.goeser@tdameritrade.com
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