TD AMERITRADE HOLDING CORP (Form: 8-K, Received: 10/06/2020 07:02:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2020

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-35509		82-0543156
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 South 108th Avenue
Omaha, Nebraska 68154

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (800) 669-3900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock - $0.01 par value

AMTD

The Nasdaq Stock Market LLC

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion on October 6, 2020 (the “Effective Date”) of the previously announced acquisition of TD Ameritrade Holding Corporation, a Delaware corporation (“TD Ameritrade”), by The Charles Schwab Corporation, a Delaware corporation (“Schwab”), pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (as amended, the “Merger Agreement”), by and among TD Ameritrade, Schwab and Americano Acquisition Corp., a wholly owned subsidiary of Schwab (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into TD Ameritrade (the “Merger”), with TD Ameritrade continuing as the surviving corporation and as a wholly owned subsidiary of Schwab.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of TD Ameritrade (“TD Ameritrade Common Stock”) outstanding immediately prior to the Effective Time (other than certain shares held by TD Ameritrade and Schwab) was converted into the right to receive 1.0837 (the “Exchange Ratio”) shares of voting common stock, par value $0.01 per share, of Schwab (“Schwab Common Stock”); provided, however, that in accordance with the terms of the Merger Agreement, The Toronto-Dominion Bank, a Canadian-chartered bank (“TD Bank”) and its affiliates received Schwab Common Stock only up to a maximum of 9.9% of the Schwab Common Stock (including any other shares of Schwab Common Stock then owned by TD Bank and its affiliates) and otherwise received one share of nonvoting common stock, par value $0.01 per share, of Schwab (“Schwab Nonvoting Common Stock” and, together with the Schwab Common Stock, the “Schwab Common Shares”), in lieu of each share of Schwab Common Stock that it would otherwise have received in excess of such percentage. No fractional shares of Schwab Common Stock were issued in the Merger, and TD Ameritrade stockholders became entitled to receive cash in lieu of any fractional shares (such cash and the newly issued shares of Schwab Common Stock and Schwab Nonvoting Common Stock, the “Merger Consideration”).

Treatment of Equity Awards

At the Effective Time, each outstanding option to purchase shares of TD Ameritrade Common Stock, whether vested or unvested, was assumed by Schwab and became an option to purchase shares of Schwab Common Stock, on the same terms and conditions as applied to such option immediately prior to the Effective Time, except that (a) the number of shares of Schwab Common Stock subject to such option became equal to the product of (i) the number of shares of TD Ameritrade Common Stock that were subject to such option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share, and (b) the per-share exercise price became equal to the quotient of (i) the exercise price per share of TD Ameritrade Common Stock at which such option was exercisable immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent.

At the Effective Time, each outstanding restricted stock unit award with respect to shares of TD Ameritrade Common Stock (other than any such award granted under the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan (the “Directors Plan”)), whether vested or unvested, was assumed by Schwab and became a restricted stock unit award with respect to shares of Schwab Common Stock, on the same terms and conditions as applied to such award immediately prior to the Effective Time, except that the number of shares of Schwab Common Stock subject to such award became equal to the product of (i) the number of shares of TD Ameritrade Common Stock that were subject to such award prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded to the nearest whole share.

At the Effective Time, each outstanding restricted stock unit award with respect to shares of TD Ameritrade Common Stock that was eligible to vest based on the achievement of performance goals was assumed by Schwab and converted into a restricted stock unit award with respect to shares of Schwab Common Stock, on the same terms and conditions (other than performance-based vesting conditions) as applied to such award immediately prior to the Effective Time, except that the number of shares of Schwab Common Stock subject to such award became equal to the product of (i) the number of shares of TD Ameritrade Common Stock earned immediately prior to the Effective Time (which TD Ameritrade determined were earned at target) multiplied by (ii) the Exchange Ratio, rounded to the nearest whole share.

At the Effective Time, each outstanding restricted stock unit award with respect to shares of TD Ameritrade Common Stock granted under the Directors Plan, whether vested or unvested, became vested (if unvested), and was cancelled and converted into the right to receive the Merger Consideration with respect to each underlying share of TD Ameritrade Common Stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement (including the amendment thereto), copies of which are attached as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and incorporated herein by reference.

The aggregate number of Schwab Common Shares payable as Merger Consideration was approximately 509 million shares of Schwab Common Stock and approximately 77 million shares of Schwab Nonvoting Common Stock. The issuance of shares of Schwab Common Stock in connection with the Merger (other than the shares issued to TD Bank) was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-237064), as amended, filed by Schwab with the Securities and Exchange Commission (the “Commission”) and declared effective on May 6, 2020 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.

Item 1.01.

Entry into a Material Definitive Agreement.

On the Effective Date, in connection with the closing of the Merger, TD Ameritrade and U.S. Bank National Association (the “Trustee”) entered into a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to that certain Indenture, dated as of October 22, 2014, between TD Ameritrade and the Trustee (as supplemented prior to the date hereof, including as supplemented by the First Supplemental Indenture, dated as of October 22, 2014 (the “First Supplemental Indenture”), which established and provided for the issuance of TD Ameritrade’s 3.625% Senior Notes due 2025 (the “2025 Notes”), the Third Supplemental Indenture, dated as of April 27, 2017 (the “Third Supplemental Indenture”), which established and provided for the issuance of TD Ameritrade’s 3.300% Senior Notes due 2027 (the “2027 Notes”), the Fourth Supplemental Indenture, dated as of November 1, 2018 (the “Fourth Supplemental Indenture”), which established and provided for the issuance of TD Ameritrade’s Senior Floating Rate Notes due 2021 and 3.750% Senior Notes due 2024 (the “2024 Notes”), and the Fifth Supplemental Indenture, dated as of August 16, 2019 (the “Fifth Supplemental Indenture” and, together with the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Supplemental Indentures”), which established and provided for the issuance of TD Ameritrade’s 2.750% Senior Notes due 2029 (the “2029 Notes” and, together with the 2025 Notes, the 2027 Notes and the 2024 Notes, the “Notes”)), which amended each of the Supplemental Indentures to provide that the Notes issued thereunder shall not be redeemable until April 6, 2021.

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, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., and TD Ameritrade Trust Company entered into a Consent, Agreement and Joinder to the Amended and Restated IDA Agreement (the “IDA Joinder”), pursuant to which these entities became parties to that certain Amended and Restated Insured Deposit Account Agreement, dated as of November 24, 2019 (the “A&R IDA Agreement”), by and among Schwab and certain affiliates of TD Bank. The A&R IDA Agreement became effective upon the Effective Time.

The information describing the A&R IDA Agreement, as set forth in the joint proxy statement/prospectus of TD Ameritrade and Schwab that was included in the Registration Statement, is incorporated by reference into this Item 1.01. The foregoing descriptions of the IDA Joinder and the A&R IDA Agreement are qualified in their entirety by reference to the full text of the IDA Joinder and the A&R IDA Agreement, respectively, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated herein by reference.

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 TD Ameritrade and Schwab that was included in the Registration Statement, is incorporated by reference into this Item 2.01.

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, TD Ameritrade notified NASDAQ that the Merger had been completed and requested that NASDAQ (i) suspend trading of the TD Ameritrade Common Stock on NASDAQ, (ii) withdraw the TD Ameritrade Common Stock from listing on NASDAQ prior to the open of trading on the Effective Date, and (iii) file with the SEC a notification of removal from listing on Form 25 to delist the TD Ameritrade Common Stock from NASDAQ and deregister the TD Ameritrade Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the TD Ameritrade Common Stock will no longer be listed on NASDAQ.

TD Ameritrade intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of TD Ameritrade Common Stock under Section 12(g) of the Exchange Act and the suspension of TD Ameritrade’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

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 TD Ameritrade occurred, and TD Ameritrade is now a wholly owned subsidiary of Schwab.

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, TD Ameritrade’s directors ceased serving in such capacity, and the directors of Merger Sub became the directors of TD Ameritrade.

In connection with the completion of the Merger, the H.R. and Compensation Committee of the Board of Directors of TD Ameritrade approved the payment of a one-time cash transition bonus of $600,000 to Stephen J. Boyle in recognition of his contributions as interim President and Chief Executive Officer of TD Ameritrade.

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 TD Ameritrade, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of the amended and restated certificate of incorporation of TD Ameritrade is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

In accordance with the Merger Agreement, at the Effective Time, the bylaws of Merger Sub became the bylaws of TD Ameritrade. A copy of the bylaws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

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 TD Ameritrade under the Securities Act or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 24, 2019, by and among The Charles Schwab Corporation, TD Ameritrade Holding Corporation and Americano Acquisition Corp. (incorporated by reference to Exhibit 2.1 to TD Ameritrade’s Current Report on Form 8-K, filed with the Commission on November 27, 2019)
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of May 14, 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 TD Ameritrade Holding Corporation, dated October 6, 2020
4.1		Sixth Supplemental Indenture, dated as of October 6, by and among TD Ameritrade Holding Corporation and U.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 among TD 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 on November 29, 2019)*
99.1		Press Release, dated October 6, 2020
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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TD AMERITRADE HOLDING CORPORATION

Date: October 6, 2020	By:	/s/ Jon C. Peterson
	Name:	Jon C. Peterson
	Title:	Interim Chief Financial Officer

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TD AMERITRADE HOLDING CORPORATION

Name. The name of the Corporation is TD Ameritrade Holding Corporation.

Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Purpose. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.

Authorized Capital. The aggregate number of shares of stock which the Corporation shall have the authority to issue is 100 shares, all of which are of one class and are designated as Common Stock and each of which has a par value of One Cent ($0.01).

Bylaws. The board of directors of the Corporation is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise specifically provided therein.

Election of Directors. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

Right to Amend. The Corporation reserves the right to amend any provision contained in this Certificate as the same may from time to time be in effect in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder are subject to such reservation.

Unanimous Written Consent Required. If any action is to be taken by stockholders without a meeting, such action must be authorized by unanimous written consent signed by all of the holders of outstanding stock.

Limitation on Liability. The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the General Corporation Law of Delaware. Without limiting the generality of the foregoing, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Section 10 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

TD Ameritrade Holding Corporation

ARTICLE I

STOCKHOLDERS

1.1 Meetings.

1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held by means of remote communication in accordance with Delaware law.

1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3 Special Meetings. Special meetings of the stockholders may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote at the meeting.

1.1.4 Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5 Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Corporation which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6 Stockholder Action Without A Meeting. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if all holders of the outstanding stock of the Corporation entitled to vote consent thereto in writing, and the writing or writings are filed with the records of the Corporation.

ARTICLE II

DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2 Meetings.

2.2.1 Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2 Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3 Special Meetings. Special meetings of the board may be called by direction of the president or any two members of the board on three days’ notice to each director, either personally or by mail, telegram, facsimile transmission, electronic mail message or other electronic means.

2.2.4 Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5 Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6 Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2.2.7 Board Action Without A Meeting. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE III

OFFICERS

3.1 Election. At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a president, treasurer, secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution, (i) the president shall be the chief executive officer of the Corporation, shall have general supervision over the business and operations of the Corporation, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined by the board, shall in the absence of the president have the authority and perform the duties of the president.

ARTICLE IV

INDEMNIFICATION

4.1 Right to Indemnification. The Corporation shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or a constituent corporation absorbed in a consolidation or merger, or is or was serving at the request of the Corporation or a constituent corporation absorbed in a consolidation or merger, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Corporation serving at its request as administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Corporation or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Corporation, except to the extent that such indemnification is prohibited by applicable law.

4.2 Advance of Expenses. Expenses incurred by a director or officer of the Corporation in defending a proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3 Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article IV is permissible, the board of directors by a majority vote of a quorum consisting of directors not parties to such proceeding may, and on request of any person seeking indemnification or advance of expenses shall be required to, determine in each case whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change in control of the Corporation between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility or indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Corporation.

4.4 Contractual Obligation. The obligations of the Corporation to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Corporation and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6 Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Corporation to purchase and maintain, at the Corporation’s expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfer of share certificates and the shares represented thereby shall be made on the books of the Corporation only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

These bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of majority of all directors in office or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

Exhibit 4.1

SIXTH SUPPLEMENTAL INDENTURE

Dated as of October 6, 2020

Among

TD AMERITRADE HOLDING CORPORATION,

As Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

As Trustee

3.750% Senior Notes Due 2024

3.625% Senior Notes Due 2025

3.300% Senior Notes Due 2027

2.750% Senior Notes Due 2029

THIS SIXTH SUPPLEMENTAL INDENTURE (the “Sixth Supplemental Indenture”), dated as of October 6, 2020, is among TD AMERITRADE HOLDING CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of October 22, 2014 (as supplemented by the Supplemental Indentures (as defined below) and by the Second Supplemental Indenture, dated as of March 9, 2015, the “Base Indenture”), providing for the issuance from time to time of one or more series of the Company’s Securities;

WHEREAS, the Company and the Trustee have entered into the First Supplemental Indenture dated October 22, 2014 (the “First Supplemental Indenture”) which established and provided for the issuance of the 3.625% Senior Notes due 2025 (the “2025 Notes”);

WHEREAS, the Company and the Trustee have entered into the Third Supplemental Indenture dated April 27, 2017 (the “Third Supplemental Indenture”) which established and provided for the issuance of the 3.300% Senior Notes due 2027 (the “2027 Notes”);

WHEREAS, the Company and the Trustee have entered into the Fourth Supplemental Indenture dated November 1, 2018 (the “Fourth Supplemental Indenture”) which established and provided for the issuance of the Senior Floating Rate Notes due 2021 and the 3.750% Senior Notes due 2024 (the “2024 Notes”);

WHEREAS, the Company and the Trustee have entered into the Fifth Supplemental Indenture dated August 16, 2019 (the “Fifth Supplemental Indenture” and, collectively with the First Supplemental Indenture, the Third Supplemental Indenture, and the Fourth Supplemental Indenture, the “Supplemental Indentures”) which established and provided for the issuance of the 2.750% Senior Notes due 2029 (the “2029 Notes” and, collectively with the 2025 Notes, 2027 Notes and the 2024 Notes, the “Notes”);

WHEREAS, the Company wishes to amend Section 3.01(a) of the Supplemental Indentures with respect to the Notes to surrender the Company’s right that would otherwise apply under such section to redeem the Notes before April 6, 2021;

WHEREAS, Section 9.01(ix) of the Base Indenture provides that the Company and the Trustee may amend the Base Indenture or the Securities of any series without notice to or the consent of any Holder to make any other provisions with respect to matters arising under the Base Indenture; provided that, such action shall not adversely affect the interests of the holders of outstanding Securities of any series in any material respect;

WHEREAS, Section 5.04 of each of the Supplemental Indentures provides that such Supplemental Indenture may be amended in accordance with Section 9.01 of the Base Indenture;

WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth Supplemental Indenture; and

WHEREAS, all acts and things necessary to make this Sixth Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Sixth Supplemental Indenture have been in all respects duly authorized.

NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE I

CERTAIN AMENDMENTS

The Notes are hereby amended as follows:

1.01 Form of Notes. The Forms of Notes for the 2025 Notes, the 2027 Notes, the 2024 Notes, and the 2029 Notes, attached as Exhibit A to the applicable Supplemental Indenture, shall be amended as follows:

(a) Subparagraph (a) in Section 5 (Optional Redemption) of Exhibit A to the First Supplemental Indenture is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to January 1, 2025…”

(b) Subparagraph (a) in Section 5 (Optional Redemption) of Exhibit A to the Third Supplemental Indenture is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to January 1, 2027…”

(c) Subparagraph (a) in Section 5 (Optional Redemption) of Exhibit A to the Fourth Supplemental Indenture is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to March 2, 2024…”

(d) Subparagraph (a) in Section 5 (Optional Redemption) of Exhibit A to the Fifth Supplemental Indenture is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to July 1, 2029…”

1.02 Optional Redemption.

(a) Subparagraph (a) in Section 3.01 of the First Supplemental Indenture with regard to the 2025 Notes is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to January 1, 2025…”

(b) Subparagraph (a) in Section 3.01 of the Third Supplemental Indenture with regard to the 2027 Notes is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to January 1, 2027…”

(c) Subparagraph (a) in Section 3.01 of the Fourth Supplemental Indenture with regard to the 2024 Notes is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to March 2, 2024…”

(d) Subparagraph (a) in Section 3.01 of the Fifth Supplemental Indenture with regard to the 2029 Notes is hereby amended by inserting “On or after April 6, 2021 and” so that the beginning of the subparagraph reads “On or after April 6, 2021 and prior to July 1, 2029…”

ARTICLE II

MISCELLANEOUS

2.01 The Base Indenture, as amended and supplemented by this Sixth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

2.02 This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

2.03 THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND DEEMED TO BE A CONTRACT MADE UNDER, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

2.04 In case any provision in this Sixth Supplemental Indenture or any series of the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.05 The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture.

Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Base Indenture.

[Signature Page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first written above.

	TD AMERITRADE HOLDING CORPORATION, as Issuer

	By:	/s/ William T. Yates
	Name: William T. Yates
	Title: Treasurer

	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	By:	/s/ Michael McGuire
	Name: Michael McGuire
	Title: Vice President

Exhibit 10.1

CONSENT, AGREEMENT AND JOINDER TO AMENDED AND RESTATED IDA AGREEMENT

This CONSENT, AGREEMENT AND JOINDER (this “Consent, Agreement and Joinder”), dated as of October 6, 2020, is undertaken by TD Ameritrade, Inc. (“TDA”), TD Ameritrade Clearing, Inc. (“TDA Clearing”), TD Ameritrade Trust Company (together with TDA Clearing, the “TDA Broker-Dealers”) and Charles Schwab & Co., Inc. (“CS&Co.” and together with the TDA Broker-Dealers, the “Broker-Dealers”).

WHEREAS, The Charles Schwab Corporation (“Schwab”) is party to the Agreement and Plan of Merger, dated November 24, 2019 (as amended, the “Merger Agreement”), by and among Schwab, Americano Acquisition Corp. (“Merger Sub”) and TD Ameritrade Holding Corporation;

WHEREAS, TD Bank USA, National Association, a national bank with its main office in the State of Delaware (“TD Bank USA”), TD Bank, National Association, a national bank with its main office in the State of Delaware (“TD Bank,” and together with TD Bank USA, the “Depository Institutions”) and Schwab have entered into an Amended and Restated Insured Deposit Account Agreement, dated as of November 24, 2019 (the “Amended and Restated IDA Agreement”);

NOW, THEREFORE, the parties hereto agree as follows:

Joinder of TDA and the Broker-Dealers. Effective as of the Effective Time (as defined in the Merger Agreement), each of TDA and the Broker-Dealers hereby agree to be party to the Amended and Restated IDA Agreement and each shall be entitled to all applicable rights (and subject to all applicable obligations) of either Schwab or the “Broker-Dealers” (as defined in the Amended and Restated IDA Agreement, and hereinafter referred to as the “IDA Broker-Dealers”) under the Amended and Restated IDA Agreement, including that: (i) TDA and the Broker-Dealers shall be bound by all covenants, agreements, representations, warranties and acknowledgements made by Schwab, as applicable, on behalf of the IDA Broker-Dealers in the Amended and Restated IDA Agreement as of the date hereof as set forth in and in accordance with the terms of the Amended and Restated IDA Agreement; (ii) TDA and the IDA Broker-Dealers shall have the benefit of all covenants, agreements, representations, warranties and acknowledgements made by the Depository Institutions, to Schwab in the Amended and Restated IDA Agreement as set forth in and in accordance with the terms of the Amended and Restated IDA Agreement and (iii) TDA and the IDA Broker-Dealers shall perform all obligations and duties of TDA and the Broker-Dealers, as applicable, in accordance with the Amended and Restated IDA Agreement. Nothing herein is intended to expand or constrict the rights or obligations of the Depositary Institutions beyond those set forth in the Amended and Restated IDA Agreement other than to give each of TDA and the Broker Dealers the right to enforce the obligations of the Depositary Institutions to Schwab as applicable to TDA or such Broker-Dealer and to give the Depositary Institutions the right to enforce the obligations of Schwab as against TDA and the Broker-Dealers as applicable to such party. For the avoidance of doubt, Schwab shall remain party to the Amended and Restated IDA Agreement and shall be entitled to all applicable rights (and subject to all applicable obligations) under the Amended and Restated IDA Agreement.

Consent and Agreement. In accordance with Section 35 of the Amended and Restated IDA Agreement, each of TDA and the TDA Broker-Dealers hereby consent and agree to the Amended and Restated IDA Agreement (which is an amendment and restatement of the 2013 IDA (as defined in the Amended and Restated IDA Agreement), which is superseded and of no further force or effect effective as of the Effective Time).

Effective Time of Amended and Restated IDA Agreement. The Amended and Restated IDA Agreement will become effective as of the Effective Time (as defined in the Merger Agreement) instead of the Closing.

IN WITNESS WHEREOF, TDA and each of the Broker-Dealers have caused this Consent, Agreement and Joinder to be executed by their duly authorized officers effective as of the date first above written.

CHARLES SCHWAB & CO., INC.


By:	/s/ Peter Crawford
	Name:	Peter Crawford
	Title:	Executive Vice President and Chief Financial Officer


TD AMERITRADE, INC.


By:	/s/ Jon C. Peterson
	Name:	Jon C. Peterson
	Title:	Chief Financial Officer


TD AMERITRADE CLEARING, INC.


By:	/s/ Jon C. Peterson
	Name:	Jon C. Peterson
	Title:	Chief Financial Officer


TD AMERITRADE TRUST COMPANY


By:	/s/ John D. Newman
	Name:	John D. Newman
	Title:	President & Chief Executive Officer

[Signature Page to Consent, Agreement and Joinder to Amended and Restated IDA Agreement]

The foregoing Consent, Agreement and Joinder is hereby accepted and agreed to as of the date first above written.

TD BANK USA, NATIONAL ASSOCIATION

By:	/s/ Gregory Braca
	Name:	Gregory Braca
	Title:	President & CEO


TD BANK, NATIONAL ASSOCIATION

By:	/s/ Gregory Braca
	Name:	Gregory Braca
	Title:	President & CEO


THE CHARLES SCHWAB CORPORATION

By:	/s/ Peter Crawford
	Name:	Peter Crawford
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Consent, Agreement and Joinder to Amended and Restated IDA Agreement]

Exhibit 99.1

Page 1 of 4

Contacts:

MEDIA	INVESTORS/ANALYSTS
Mayura Hooper	Richard Fowler
Charles Schwab	Charles Schwab
Phone: 415-667-1525	Phone: 415-667-1841
mayura.hooper@schwab.com	richard.fowler@schwab.com

Schwab Completes Acquisition of TD Ameritrade

Creates company with approximately $6 trillion in client assets across 28 million

brokerage accounts

Enhances company’s position as a leading provider of services and solutions

to investors and independent advisors

SAN FRANCISCO, October 6, 2020 — The Charles Schwab Corporation (“Schwab”) today announced that it has completed its acquisition of TD Ameritrade Holding Corporation (“TD Ameritrade”). The combination will create a company with enhanced scale, an even better portfolio of world-class services and solutions, and a talented team united by an unwavering commitment to clients and a shared heritage of innovation.

Schwab President and CEO Walt Bettinger said, “This is a historic moment that brings together two leading companies with proud and successful histories of making investing more accessible to all. As we begin this next chapter, we remain focused on continuing to be the industry’s most trusted leader in investment services. Looking forward, we intend to quickly and efficiently harness our complementary strengths in order to break down even more barriers for investors. In doing so, we intend to deliver a winning combination of low costs, great service and industry-leading technology to support our clients, and the advisors who serve them, across every phase of their financial journey.”

Page 2 of 4

Bettinger continued, “Schwab is proud to welcome TD Ameritrade’s talented employees, and we look forward to serving TD Ameritrade’s clients. We are committed to maintaining our sharp focus on seeing ‘Through Clients’ Eyes’ as we begin to integrate our companies carefully and thoughtfully and prepare our plans to transition brokerage accounts at TD Ameritrade’s broker-dealers to Schwab’s broker-dealer in the future.”

The integration of Schwab’s and TD Ameritrade’s operations is expected to occur over the next 18 to 36 months, though planning for it has been underway since the acquisition was announced on November 25, 2019. Until the integration is complete, Schwab and TD Ameritrade will continue to operate separate broker-dealers to serve their respective clients. Until then, the products, services and delivery channels currently available from the two companies remain largely unchanged, and clients should continue to call Schwab for Schwab account business and TD Ameritrade for TD Ameritrade account business. More information and FAQs for clients of both companies is available at welcome.schwab.com.

The acquisition of TD Ameritrade delivers significant scale to Schwab, which will help the company drive long-term growth and serve a broad range of clients at lower costs. With a combined total of approximately $6 trillion in client assets, 28 million brokerage accounts and more than 5 million daily average trades,* Schwab expects its enhanced scale will lower operating expenses as a percentage of client assets (EOCA). Combining the respective strengths of Schwab and TD Ameritrade will enable the company to invest in enhanced client experience capabilities and further its financial success to the benefit of clients, employees and stockholders.

In addition, the combined company will be positioned to deliver a broader and more extensive range of services and solutions to Schwab and TD Ameritrade clients, including individual investors as well as the Registered Investment Advisors (RIAs) who custody their clients’ assets with the companies. As a first step, on August 5, 2020, Schwab announced it intends to integrate TD Ameritrade’s award-winning thinkorswim® and thinkpipes® trading platforms, educational resources and tools into its trader offerings for retail and independent advisor clients. Schwab also plans to retain TD Ameritrade Institutional’s customizable portfolio rebalancing solution iRebal® as part of its offering for independent advisor clients. Following the integration, the combined company’s other innovative and client-centric products will include leading wealth management platforms, RIA custody platforms and tools, investor education, award-winning service, retirement services, banking and asset management.

As previously announced, TD Ameritrade stockholders received 1.0837 shares of Schwab common stock for each share of TD Ameritrade, except The Toronto-Dominion Bank (“TD Bank”) and its affiliates received Schwab common stock only up to a maximum of 9.9% of the Schwab common stock (including any other shares of Schwab common stock then owned by TD Bank and its affiliates) and otherwise received newly created Schwab nonvoting common stock. The aggregate number of shares of Schwab stock issuable as merger consideration was approximately 509 million shares of Schwab common stock and 77 million shares of Schwab nonvoting common stock.

Page 3 of 4

Effective upon the merger, Todd M. Ricketts, Brian M. Levitt and Bharat B. Masrani were elected to Schwab’s board. Mr. Ricketts was designated by TD Ameritrade pursuant to the terms of the merger agreement and Messrs. Levitt and Masrani were designated by TD Bank pursuant to the terms of the merger agreement and the stockholder agreement between Schwab and TD Bank.

In conjunction with the close of the acquisition, Schwab announced that effective January 1, 2021, it expects to complete the planned change in the designation of its corporate headquarters from San Francisco to its new campus in Westlake, Texas, first announced last November. Opened in late 2019, the Westlake location and facility were specifically chosen and designed as a more centrally located hub for the company given Schwab’s nationwide presence across a network of branches and operations centers. It will also serve as a central location for meetings of the company’s board and its leadership team, which is also geographically dispersed across the country. The company does not anticipate any impact on the vast majority of San Francisco-based roles and expects to continue hiring in the city. Any additional real estate decisions will be made over time as part of the integration process.

Credit Suisse Securities (USA) LLC served as financial advisor and Davis Polk & Wardwell LLP acted as legal advisor to Schwab. PJT Partners LP and Piper Sandler & Co. served as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal advisor to the strategic development committee of the board of directors of TD Ameritrade.

Commentary from the CFO

Peter Crawford, Executive Vice President and Chief Financial Officer for Schwab, provides perspectives on post-closing reporting and certain other aspects of the TD Ameritrade acquisition at: www.aboutschwab.com/cfo-commentary.

Forward-Looking Statements

This press release contains forward-looking statements relating to Schwab’s acquisition of TD Ameritrade and the combined company, including scale; client and stockholder benefits; integration timing and plans; growth; EOCA; and financial success, 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 factors that may cause such differences include, but are not limited to, the risk that expected revenue, expense, operational and other synergies from the transaction may not be fully realized or may take longer to realize than expected; the companies are unable to successfully implement their integration strategies and plans; general market conditions, including equity valuations, trading activity, the level of interest rates - which can impact money market fund fee waivers - and credit spreads; the companies’ ability to attract and retain clients and registered investment advisors and grow those relationships and client assets; competitive pressures on pricing, including deposit rates; the companies’ ability to develop and launch new and enhanced products, services, and capabilities, as well as enhance their infrastructure, in a timely and successful manner; client use of the companies’ advisory solutions and other products and services; client cash allocations; client sensitivity to rates; the level of client assets, including cash balances; the companies’ ability to monetize client assets; capital and liquidity needs and management; the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities to contain the spread of the virus and the economic impact; regulatory guidance; litigation or regulatory matters; and any adverse impact of financial reform legislation and related regulations. 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.

Page 4 of 4

About Charles Schwab

The Charles Schwab Corporation (NYSE: SCHW) is a leading provider of financial services, with 28 million active brokerage accounts, 2 million corporate retirement plan participants, 1.5 million banking accounts, and approximately $6 trillion in client assets.* Through its operating subsidiaries, the company provides a full range of wealth management, securities brokerage, banking, asset management, custody, and financial advisory services to individual investors and independent investment advisors. Its broker-dealer subsidiaries Charles Schwab & Co., Inc., TD Ameritrade, Inc., and TD Ameritrade Clearing, Inc., (members SIPC, https://www.sipc.org), and their affiliates offer a complete range of investment services and products including an extensive selection of mutual funds; financial planning and investment advice; retirement plan and equity compensation plan services; referrals to independent, fee-based investment advisors; and custodial, operational and trading support for independent, fee-based investment advisors through Schwab Advisor Services. Its primary banking subsidiary, Charles Schwab Bank, SSB (member FDIC and an Equal Housing Lender), provides banking and lending services and products. More information is available at www.aboutschwab.com. Follow us on Twitter, Facebook, YouTube and LinkedIn.

TD Ameritrade, Inc. and TD Ameritrade Clearing, Inc. are separate but affiliated companies and subsidiaries of TD Ameritrade Holding Corporation. TD Ameritrade Holding Corporation is a wholly owned subsidiary of The Charles Schwab Corporation. TD Ameritrade is a trademark jointly owned by TD Ameritrade IP Company, Inc. and The Toronto-Dominion Bank.

Total client assets based on combined data for Schwab and TD Ameritrade as of August 31, 2020, using company reports; all other combined data as of June 30, 2020, calculated using Schwab’s methodology.

###