On May 19, 2023, The Charles Schwab Corporation (“CSC”) issued $1,200,000,000 aggregate principal amount of 5.643% Fixed-to-Floating Rate Senior Notes due 2029 and $1,300,000,000 aggregate principal amount of 5.853% Fixed-to-Floating Rate Senior Notes due 2034 (collectively, the “Notes”). The net proceeds of the offering of the Notes were approximately $2,478,100,000, after deducting underwriting discounts and commissions and estimated offering expenses.
The Notes were issued under a Senior Indenture, dated as of June 5, 2009, between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Twenty-First Supplemental Indenture, dated as of May 19, 2023 (the “Twenty-First Supplemental Indenture”) and the Twenty-Second Supplemental Indenture, dated as of May 19, 2023 (the “Twenty-Second Supplemental Indenture”). The offering was made pursuant to the prospectus supplement dated May 17, 2023 and the accompanying prospectus dated December 4, 2020, filed with the Securities and Exchange Commission (“SEC”) pursuant to CSC’s effective registration statement on Form S-3 (File No. 333-251156) (the “Registration Statement”).
On May 17, 2023, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which CSC agreed to issue and sell the Notes to the Underwriters.
The Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, CSC agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities.
Copies of (a) the Underwriting Agreement, (b) the Twenty-First Supplemental Indenture, (c) the Twenty-Second Supplemental Indenture, (d) the form of 5.643% Fixed-to-Floating Rate Senior Notes due 2029, (e) the form of 5.853% Fixed-to-Floating Rate Senior Notes due 2034, and (f) a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.78, 4.79, 4.80, 4.81 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.