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): July 22, 2013
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
| Delaware | 94-3025021 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
211 Main Street, San Francisco, CA 94105
(Address of principal executive offices, including zip code)
(415) 667-7000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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)) |
| Item 8.01 | Other Events |
On July 22, 2013, The Charles Schwab Corporation (the “Company”) agreed to sell $275,000,000 aggregate principal amount of 2.20% Senior Notes due 2018 (the “Notes”) pursuant to an Underwriting Agreement, dated July 22, 2013 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The offering of the Notes (the “Offering”) was consummated on July 25, 2013. 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 Fifth Supplemental Indenture, dated as of July 25, 2013 (“Fifth Supplemental Indenture”). The Offering was made pursuant to a Prospectus dated December 15, 2011, and a Prospectus Supplement dated July 22, 2013, filed pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-178525).
Copies of the Underwriting Agreement, Fifth Supplemental Indenture and the form of 2.20% Senior Note due 2018 are attached as Exhibits 1.1, 4.31 and 4.32, respectively, to this 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 Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated July 22, 2013, among the Company and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
| 4.31 | Fifth Supplemental Indenture, dated as of July 25, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. | |
| 4.32 | Form of 2.20% Senior Note due 2018 (included in Exhibit 4.31). | |
| 5.1 | Opinion of Arnold & Porter LLP, dated July 25, 2013. | |
| 23.1 | Consent of Arnold & Porter LLP, dated July 25, 2013 (included in Exhibit 5.1). | |
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: July 25, 2013 | By: | /s/ Joseph R. Martinetto | ||||
| Joseph R. Martinetto | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit Index
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated July 22, 2013, among the Company and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
| 4.31 | Fifth Supplemental Indenture, dated as of July 25, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. | |
| 4.32 | Form of 2.20% Senior Note due 2018 (included in Exhibit 4.31). | |
| 5.1 | Opinion of Arnold & Porter LLP, dated July 25, 2013. | |
| 23.1 | Consent of Arnold & Porter LLP, dated July 25, 2013 (included in Exhibit 5.1). | |