TD Ameritrade Holding 8-KEntry into a Material Definitive Agreement

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): August 3, 2020

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)

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:

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

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.  ☐

On August 3, 2020, (i) TD Ameritrade Holding Corporation (the “Company”) entered into an amendment (the “AMTD Amendment”) to that certain Credit Agreement, dated as of April 21, 2017 (the “AMTD Credit Agreement” and, as amended by the AMTD Amendment, the “Amended AMTD Credit Agreement”), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and (ii) TD Ameritrade Clearing, Inc. (“TDAC”), a wholly-owned subsidiary of the Company, entered into an amendment (the “TDAC Amendment” and, together with the AMTD Amendment, the “Amendments”) to that certain Credit Agreement, dated as of April 21, 2017 (the “TDAC Credit Agreement” and, as amended by the TDAC Amendment, the “Amended TDAC Credit Agreement” and, together with the Amended AMTD Credit Agreement, the “Amended Credit Agreements”), among TDAC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendments were entered into in connection with The Charles Schwab Corporation’s (“Schwab”) pending acquisition of the Company (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of November 24, 2019, by and among Schwab, Americano Acquisition Corp., and the Company, as amended. Among other things, the Amendments modify the definition of “change of control” in the AMTD Credit Agreement and the TDAC Credit Agreement, respectively, so that the consummation of the Merger does not constitute a “change of control” under each such Amended Credit Agreement.

Additionally, the AMTD Amendment contemplates additional modifications that are conditioned on, among other things, the consummation of the Merger and the provision of a parent guarantee from Schwab. If such conditions are satisfied, certain financial covenant and reporting obligations will be modified as set forth in the AMTD Amendment.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of each Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

(d) Exhibits.

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 thereunto duly authorized.