Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
20 Maio 2019 - 6:31PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Dated May 20, 2019
Registration
Statement:
No. 333-222063
The Charles Schwab Corporation
$600,000,000 3.250% SENIOR NOTES DUE 2029 (the Notes)
SUMMARY OF TERMS
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Issuer:
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The Charles Schwab Corporation (CSC), a Delaware corporation
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Expected Ratings: (Moodys / S&P / Fitch)*
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A2 / Positive, A / Stable, A / Stable
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Security Type:
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Senior Unsecured Notes
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Pricing Date:
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May 20, 2019
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Settlement Date (T+2):
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May 22, 2019
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Principal Amount:
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$600,000,000
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Maturity Date:
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May 22, 2029
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Interest Payment Dates:
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May 22 and November 22, commencing on November 22, 2019
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Interest Record Dates:
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May 7 and November 7
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Day Count:
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30/360
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Benchmark Treasury:
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2.375% UST due May 15, 2029
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Benchmark Treasury Price / Yield:
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99-20+
/ 2.416%
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Spread to Benchmark Treasury:
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+87.5 bps
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Yield to Maturity:
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3.291%
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Coupon:
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3.250%
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Public Offering Price:
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99.653%
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Gross Proceeds to CSC:
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$597,918,000
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Underwriting Discounts per note paid by CSC:
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0.650%
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Aggregate Underwriting Discounts paid by CSC:
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$3,900,000
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Net Proceeds to CSC (after underwriting discounts, but before deducting offering expenses):
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$594,018,000
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Optional Redemption:
Make-Whole Call:
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On or after November 22, 2019 and prior to February 22, 2029, CSC may redeem some or all of the Notes at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of the 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) 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.
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Par-Call:
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On or after February 22, 2029, CSC may redeem some or all of the Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to,
but not including, the redemption date.
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CUSIP / ISIN:
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808513 BA2 / US808513BA29
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Joint Book-Running Managers:
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Credit Suisse Securities (USA) LLC
BofA
Securities, Inc.
Citigroup Global Markets Inc.
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Senior
Co-Managers:
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Goldman Sachs & Co. LLC
J.P. Morgan
Securities LLC
Morgan Stanley & Co. LLC
Wells Fargo
Securities, LLC
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Co-Managers:
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HSBC Securities (USA) Inc.
Lloyds Securities
Inc.
PNC Capital Markets LLC
U.S. Bancorp Investments,
Inc.
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*
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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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The Issuer has filed a
registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you
should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling
Credit Suisse Securities (USA) LLC toll-free at (800)
221-1037,
BofA Securities, Inc. toll-free at (800)
294-1322
or Citigroup Global Markets Inc. toll-free at (800)
831-9146.
Any disclaimer or other notice that may appear below is not applicable to this communication and
should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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