Filed Pursuant to Rule 433
Dated March 1, 2022
Registration Statement: No. 333-251156
Explanatory Note: This Rule 433 filing is being submitted solely to correct typographical errors in certain dates in the Optional Redemption Make Whole Call (marked with a dagger) and supersedes the previously submitted Rule 433 filing.
The Charles Schwab Corporation
$500,000,000 FLOATING RATE SENIOR NOTES DUE 2027
$1,500,000,000 2.450% SENIOR NOTES DUE 2027
$1,000,000,000 2.900% SENIOR NOTES DUE 2032
SUMMARY OF TERMS
| Issuer: | The Charles Schwab Corporation (“CSC”), a Delaware corporation | |||||
| Expected Ratings: (Moody’s / S&P / Fitch)* | A2 / Stable, A / Stable, A / Stable | |||||
| Security Type: | Senior Unsecured Notes | |||||
| Pricing Date: | March 1, 2022 | |||||
| Settlement Date: | March 3, 2022 (T+2) | |||||
Floating Rate Senior Notes due 2027 (the “2027 Floating Rate Senior Notes”) | $1,500,000,000 2.450% Senior Notes due 2027 (the “2027 Senior Notes”) | $1,000,000,000 2.900% Senior Notes due 2032 (the “2032 Senior Notes”) | ||||
| Principal Amount: | $500,000,000 | $1,500,000,000 | $1,000,000,000 | |||
| Maturity Date: | March 3, 2027 | March 3, 2027 | March 3, 2032 | |||
| Interest Payment Dates: | March 3, June 3, September 3 and December 3, commencing on June 3, 2022 | March 3 and September 3, commencing on September 3, 2022 | March 3 and September 3, commencing on September 3, 2022 | |||
| Interest Record Dates: | February 16, May 19, August 19 and November 18 | February 16 and August 19 | February 16 and August 19 | |||
| Day Count: | Actual/360 | 30/360 | 30/360 | |||
| Benchmark Treasury: | N/A | 1.875% UST due February 28, 2027 | 1.875% UST due February 15, 2032 | |||
| Benchmark Treasury Price / Yield: | N/A | 101-141⁄4 / 1.573% | 101-11+ / 1.726% | |||
| Spread to Benchmark Treasury: | N/A | +90 bps | +120 bps | |||
| Yield to Maturity: | N/A | 2.473% | 2.926% | |||
| Coupon: | Compounded SOFR (as defined under “Description of the Notes—Interest—Floating Rate Notes” in the preliminary prospectus supplement dated March 1, 2022) +105 bps | 2.450% | 2.900% | |||
| Public Offering Price: | 100.000% | 99.892% | 99.776% | |||
| Gross Proceeds to CSC: | $500,000,000 | $1,498,380,000 | $997,760,000 | |||
| Underwriting Discount per note paid by CSC: | 0.600% | 0.600% | 0.650% | |||
| Aggregate Underwriting Discount paid by CSC: | $3,000,000 | $9,000,000 | $6,500,000 | |||
| Net Proceeds to CSC (after the underwriting discount, but before deducting offering expenses): | $497,000,000 | $1,489,380,000 | $991,260,000 | |||
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Optional Redemption: Make-Whole Call: | N/A | On or after September 3, 2022 and prior to February 3, 2027, CSC may redeem some or all of the 2027 Senior Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2027 Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the redemption date), assuming for this purpose that the 2027 Senior Notes would mature on February 3, 2027†, discounted to the redemption date on a semiannual basis at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date. | On or after September 3, 2022 and prior to December 3, 2031, CSC may redeem some or all of the 2032 Senior Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2032 Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the redemption date), assuming for this purpose that the 2032 Senior Notes would mature on December 3, 2031†, discounted to the redemption date on a semiannual basis at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date. | |||
| Par Call: | On or after February 3, 2027, CSC may redeem some or all of the 2027 Floating Rate Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2027 Floating Rate Senior Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. | On or after February 3, 2027, CSC may redeem some or all of the 2027 Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2027 Senior Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. | On or after December 3, 2031, CSC may redeem some or all of the 2032 Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2032 Senior Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. | |||
| CUSIP / ISIN: | 808513 BZ7/ US808513BZ79 | 808513 BY0/ US808513BY05 | 808513 CA1/ US808513CA10 | |||
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |||||
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| Senior Co-Manager: | Goldman Sachs & Co. LLC | |||||
| Co-Managers: | Barclays Capital Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc. | |||||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. |
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