UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On August 26, 2021, The Charles Schwab Corporation (the “Company”) issued $850,000,000 aggregate principal amount of 1.950% Senior Notes due 2031 (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 Eighteenth Supplemental Indenture, dated as of August 26, 2021 (the “Eighteenth Supplemental Indenture”). The offering was made pursuant to a Prospectus dated December 4, 2020 and a Prospectus Supplement dated August 24, 2021, filed pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-251156).
On August 24, 2021, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities 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 Eighteenth Supplemental Indenture and the form of 1.950% Senior Notes due 2031 are attached as Exhibits 1.1, 4.66, and 4.67, 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 |
| (d) | Exhibits | |
| 1.1 | Underwriting Agreement, dated August 24, 2021, by and among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein. | |
| 4.66 | Eighteenth Supplemental Indenture, dated as of August 26, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
| 4.67 | Form of 1.950% Senior Notes due 2031 (included in Exhibit 4.66). | |
| 5.1 | Opinion of Arnold & Porter Kaye Scholer LLP, dated August 26, 2021. | |
| 23.1 | Consent of Arnold & Porter Kaye Scholer LLP, dated August 26, 2021 (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
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: August 26, 2021 | By: | /s/ Peter Crawford | ||||
| Peter Crawford | ||||||
| Executive Vice President and Chief Financial Officer | ||||||