April 6, 2020
Walter W. Bettinger II
Chief Executive Officer
The Charles Schwab Corporation
211 Main Street
San Francisco, CA 94105
Re: The Charles Schwab Corporation
Registration Statement on Form S-4
Filed March 10, 2020
File No. 333-237064
Dear Mr. Bettinger II:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers, page 1
1. Please disclose here the share ownership percentages that current
shareholders of TD
Ameritrade, as well as current shareholders of TD Bank, will hold
following completion
of the merger.
2. Please add a question and answer to describe what TD Bank's shareholders
will receive
in the merger. In addition, describe the relationship between TD
Ameritrade and TD
Bank, as well as the insured deposit account agreement entered into in
connection with the
merger transaction, as referenced on page 190.
Walter W. Bettinger II
FirstName LastNameWalter W. Bettinger II
The Charles Schwab Corporation
Comapany NameThe Charles Schwab Corporation
April 6, 2020
Page 6,
April 2 2020 Page 2
FirstName LastName
Summary, page 18
3. Please include an organization chart depicting the organizational
structure of Schwab and
TD Ameritrade both prior to and after the consummation of the
transaction. This chart
should also illustrate the states or countries of incorporation of
various legal entities and
various affiliations that exist.
4. It appears based on the discussion in the Background of the Merger
section on pages 105-
106 that TD Ameritrade's significant shareholders agreed to sign a
voting agreement in
favor of the merger with Schwab subject to the so called "Nebraska
provision" in Section
4.06 of the Voting and Support Agreement filed as Annex D. If this
provision is material
to the merger transaction as a whole, please add it to the summary
section or advise.
Risk Factors, page 66
5. Please add a risk factor to discuss the potential conflict of
interests between TD
Ameritrade and TD Bank's shareholders as it relates to the merger
transaction.
Background of the Merger, page 93
6. We note your discussion in the last paragraph on page 102 and first
partial paragraph on
page 103 that "it was the consensus of the strategic development
committee that no other
third party could reasonably be expected to propose and consummate a
transaction that
would provide equivalent or greater value to TD Ameritrade
shareholders." Please
disclose if TD Ameritrade requested or received any other alternative
merger proposals in
the course of merger negotiations with Schwab.
7. Refer to the selected comparable company analysis section beginning on
page 126. Please
disclose the comparable companies' stock prices and EPS values, in
addition to disclosing
the median and average values.
The Merger
Certain Relationships between Schwab and TD Ameritrade, page 107
8. We note your disclosure that no related party transactions took place
that had an aggregate
value in excess of 1% of either party's consolidated revenues. Please
disclose related
party transactions that exceeded $120,000 because neither Schwab nor
TD Ameritrade
appear to qualify as smaller reporting companies or emerging growth
companies. In the
alternative please advise. Refer to Item 404(a) of Regulation S-K.
Material U.S. Federal Income Tax Consequences of the Merger, page 177
9. Please remove the statement on the bottom of page 179 that the tax
summary "is for
general information only." For guidance refer generally to Section III
of Staff Legal
Bulletin No. 19, Legality and Tax Opinions in Registered Offerings,
available on our
website at www.sec.gov.
Walter W. Bettinger II
The Charles Schwab Corporation
April 6, 2020
Page 3
Part II
Signatures, page II-6
10. Please revise your signature page to have your principal accounting
officer or controller
sign the registration statement in his or her individual capacity. This
signature should
appear in the second signature block of the signature section. If
someone has signed in
more than one capacity, indicate each capacity in which he or she
signed.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Lori Empie at (202) 551-3714 or Cara Lubit at (202)
551-5909 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-3859
with any
other questions.
Sincerely,
FirstName LastNameWalter W. Bettinger II
Division of
Corporation Finance
Comapany NameThe Charles Schwab Corporation
Office of Finance
April 6, 2020 Page 3
cc: Lee Hochbaum, Esq.
FirstName LastName