UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On May 13, 2021, The Charles Schwab Corporation (the “Company”) issued $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2026, $1,000,000,000 aggregate principal amount of 1.150% Senior Notes due 2026 and $750,000,000 aggregate principal amount of 2.300% Senior Notes due 2031 (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 Seventeenth Supplemental Indenture, dated as of May 13, 2021 (the “Seventeenth Supplemental Indenture”). The offering was made pursuant to a Prospectus dated December 4, 2020 and a Prospectus Supplement dated May 11, 2021, filed pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-251156).
On May 11, 2021, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo 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 Seventeenth Supplemental Indenture and the form of Floating Rate Senior Notes due 2026, 1.150% Senior Notes due 2026 and 2.300% Senior Notes due 2031 are attached as Exhibits 1.1, 4.62, 4.63, 4.64 and 4.65, 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 |
Signature(s)
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.
| THE CHARLES SCHWAB CORPORATION | ||||||
| Date: May 13, 2021 | By: | /s/ Peter Crawford | ||||
| Peter Crawford | ||||||
| Executive Vice President and Chief Financial Officer | ||||||