UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT REPORT~~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~~September 330, 2020

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-35509		82-0543156
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 South 108th Avenue Omaha, Nebraska 68154

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:

☐¨ 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))

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

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock - $0.01 par value

AMTD

The Nasdaq Stock Market LLC

Nasdaq Global Select Market

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. ☐ ¨

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~August~~previously 3disclosed, ~~2020~~on November 24, 2019, ~~(i)~~ TD Ameritrade Holding Corporation, ~~(the~~a ~~“Company”)~~Delaware ~~entered~~corporation ~~into an amendment~~ (~~the~~ “~~AMTD~~TD ~~Amendment~~Ameritrade”), toentered ~~that~~into ~~certain~~an ~~Credit~~ Agreement, ~~dated~~and as Plan of ~~April 21,~~Merger ~~2017~~ (~~the “AMTD Credit Agreement” and,~~ as amended ~~by the AMTD Amendment~~, the “~~Amended~~Merger ~~AMTD Credit~~ Agreement”), ~~among~~with ~~the~~The ~~Company,~~Charles ~~the~~Schwab ~~lenders~~Corporation, ~~party~~a ~~thereto~~Delaware corporation (“Schwab”), and ~~JPMorgan~~Americano ~~Chase~~Acquisition ~~Bank, N~~Corp.A., asa ~~administrative~~Delaware ~~agent~~corporation and ~~(ii) TD~~direct ~~Ameritrade Clearing, Inc. (“TDAC”), a~~ wholly- owned subsidiary of ~~the~~Schwab ~~Company, entered into an amendment~~ (~~the~~ “~~TDAC~~Merger ~~Amendment~~Subsidiary”). Upon ~~and, together with~~ the ~~AMTD~~terms ~~Amendment,~~and ~~the~~subject ~~“Amendments”)~~ to ~~that~~the ~~certain~~conditions ~~Credit Agreement, dated as~~ of ~~April 21, 2017 (~~the ~~“TDAC~~Merger ~~Credit~~ Agreement~~” and~~, asMerger ~~amended~~Subsidiary bywill ~~the~~merge ~~TDAC~~with ~~Amendment, the “Amended TDAC Credit Agreement”~~ and, ~~together~~into ~~with~~TD Ameritrade (the ~~Amended AMTD Credit Agreement, the~~ “~~Amended Credit Agreements~~Merger”), ~~among~~with ~~TDAC,~~TD ~~the~~Ameritrade ~~lenders~~surviving ~~party~~as ~~thereto~~a ~~and~~wholly ~~JPMorgan~~owned ~~Chase~~subsidiary ~~Bank,~~of NSchwab.~~A., as administrative agent.~~

~~The~~Also ~~Amendments~~as ~~were~~previously ~~entered~~disclosed, ~~into~~TD inAmeritrade and ~~connection~~Schwab ~~with~~have ~~The~~agreed ~~Charles~~not ~~Schwab~~to ~~Corporation’s~~complete the Merger unless The Toronto-Dominion Bank (“~~Schwab~~TD Bank”) ~~pending~~receives ~~acquisition~~the prior approval of the ~~Company~~Board of Governors of the Federal Reserve System (the “~~Merger~~Federal Reserve Board”) pursuant to ~~that~~section ~~certain~~4 ~~Agreement~~of ~~and~~the Bank ~~Plan~~Holding Company Act of ~~Merger,~~1956 ~~dated~~(the as“BHC ofAct”) ~~November 24,~~to ~~2019,~~receive bythe ~~and~~merger ~~among~~consideration ~~Schwab,~~because ~~Americano~~TD ~~Acquisition~~Bank ~~Corp.,~~would ~~and~~be ~~the~~acquiring 5% ~~Company,~~or asmore ~~amended.~~of ~~Among~~a ~~other~~class ~~things~~of voting shares of Schwab. In addition, the ~~Amendments~~Merger ~~modify~~Agreement provides that the ~~definition~~obligation of ~~“change~~Schwab ofto ~~control”~~consummate the inMerger is subject to the ~~AMTD~~parties ~~Credit~~having ~~Agreement~~received ~~and~~from the ~~TDAC~~Federal ~~Credit~~Reserve ~~Agreement~~Board a determination in form and substance reasonably satisfactory to Schwab or, ~~respectively~~as determined by Schwab in its sole discretion, soother acceptable confirmation, that the consummation of the Merger ~~does~~will not ~~constitute~~result ain Schwab either (i) being deemed to be “~~change~~controlled” by TD Bank as that term is interpreted by the Federal Reserve Board under the BHC Act or the Home Owners’ Loan Act of 1933 (“HOLA”) or (ii) being deemed to be in “control” ~~under~~of ~~each~~any ~~such~~of ~~Amended~~the ~~Credit~~TD Subsidiary Banks (as defined in the Merger Agreement.) as that term is interpreted by the Federal Reserve Board under the BHC Act or HOLA.

~~Additionally~~On September 30, 2020, the ~~AMTD~~Federal ~~Amendment~~Reserve Board ~~contemplates~~issued ~~additional~~its ~~modifications~~approval ~~that~~for ~~are~~TD ~~conditioned~~Bank onto acquire 5% or more of a class of voting shares of Schwab pursuant to section 4 of the BHC Act (the “Federal Reserve Order”). The Federal Reserve Order approving TD Bank’s “noncontrolling interest in Schwab” also stated that, ~~among~~based on certain representations and other ~~things~~information provided by TD Bank, the ~~consummation~~Federal ofReserve ~~the~~Board ~~Merger~~would ~~and~~not view the ~~provision~~proposed ofrelationships abetween TD ~~parent~~Bank ~~guarantee~~and ~~from~~Schwab as triggering any presumption that Schwab. Ifis ~~such~~“controlled” ~~conditions~~by ~~are~~TD ~~satisfied~~Bank under the BHC Act. On September 30, ~~certain~~2020, ~~financial~~TD ~~covenant~~Ameritrade ~~and~~issued ~~reporting~~a ~~obligations~~press ~~will~~release berelated ~~modified~~to asthe ~~set~~Federal ~~forth~~Reserve inOrder. A copy of the ~~AMTD~~press ~~Amendment~~release is attached as Exhibit 99.1.

The ~~foregoing~~parties ~~description~~now ofhave ~~the~~received ~~Amendments~~all isregulatory approvals ~~qualified~~necessary into ~~its~~complete ~~entirety~~the byMerger. ~~reference~~Completion toof the ~~full~~Merger ~~text~~remains ofsubject ~~each~~to ~~Amendment,~~customary ~~copies~~closing ofconditions. ~~which~~Subject ~~are~~to their ~~attached~~satisfaction, ~~hereto~~the asparties ~~Exhibit~~currently ~~10.1~~expect ~~and~~the ~~Exhibit~~Merger ~~10.2,~~to ~~respectively,~~be ~~and~~consummated ~~incorporated~~on byor ~~reference~~about ~~herein.~~October 6, 2020.

~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off~~Forward-~~Balance~~Looking ~~Sheet Arrangement of a Registrant.~~Statements

~~The~~This ~~disclosure~~report ~~provided~~contains ~~under~~forward-looking ~~Item~~statements relating 1to Schwab’s acquisition of TD Ameritrade, including the expected closing date, that reflect management’s expectations as of the date hereof.01 Achievement of ~~this~~these ~~Current~~expectations ~~Report~~is subject to risks and uncertainties that could cause actual results to differ materially from the expressed expectations. Important transaction-related factors that may cause such differences include, but are not limited to, the failure of the parties to satisfy the closing conditions in the Merger Agreement in a timely manner or at all. Other important factors are set forth in Schwab’s and TD Ameritrade’s definitive joint proxy statement/prospectus dated May 4, 2020, as supplemented, and Schwab’s and TD Ameritrade’s most recent reports on Form 810-K isand ~~hereby~~Form ~~incorporated~~10-Q. Schwab byand ~~reference~~TD ~~into~~Ameritrade ~~this~~disclaim ~~Item~~any ~~2.03.~~obligation and do not intend to update or revise any forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
10.1		First Amendment, dated as of August 3, 2020, to Credit Agreement, dated April 21, 2017, among TD Ameritrade Holding Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
10.2		Second Amendment, dated as of August 3, 2020, to Credit Agreement, dated April 21, 2017, among TD Ameritrade Clearing, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
104		Cover Page Interactive Data File (formatted as inline XBRL document).

The following exhibits are attached hereto:

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.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated September 30, 2020.
104		Cover Page Interactive Data File (formatted as inline XBRL document)

SIGNATURES

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.

	TD AMERITRADE HOLDING CORPORATION

Date: September 30, 2020	By:	/s/ Jon C. Peterson
	Name:	Jon C. Peterson
	Title:	Interim Chief Financial Officer

TD AMERITRADE HOLDING CORPORATION

Date: August 3, 2020

/s/ Jon C. Peterson

Jon C. Peterson

Interim Chief Financial Officer

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