Filed Pursuant to Rule 433
Supplementing the Preliminary Prospectus Supplement dated
October 30, 2018 (To Prospectus dated April 19, 2017)
(File No. 333-217367)
TD Ameritrade Holding Corporation
$400,000,000 3.750% SENIOR NOTES DUE 2024
$600,000,000 FLOATING RATE SENIOR NOTES DUE 2021
Final Terms and Conditions
| Issuer: | TD Ameritrade Holding Corporation | |
| Trade Date: | October 30, 2018 | |
| Settlement Date: | November 1, 2018 (T+2) | |
| Expected Ratings (Moody’s / S&P)(*): | A2 / A | |
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. TD Securities (USA) LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| 3.750% Senior Notes due 2024 | ||
| Principal Amount: | $400,000,000 | |
| Coupon (Interest Rate): | 3.750% | |
| Maturity Date: | April 1, 2024 | |
| Public Offering Price: | 99.779% of the principal amount | |
| Yield to Maturity: | 3.796% | |
| Benchmark Treasury: | UST 2.875% due October 31, 2023 | |
| Benchmark Treasury Price / Yield: | 99-21+ / 2.946% | |
| Spread to Benchmark Treasury: | T+85 bps | |
| Interest Payment Dates: | April 1 and October 1, commencing on April 1, 2019 (short first interest period) | |
| Interest Record Dates: | March 15 and September 15 | |
| Day Count Convention: | 30 / 360 | |
| Par Call: | At any time on or after March 2, 2024 (30 days prior to the maturity date of the notes) | |
| Make-Whole Call: | T+15 bps at any time prior to March 2, 2024 (30 days prior to the maturity date of the notes) | |
| Net Proceeds (before expenses): | $396,716,000 | |
| CUSIP / ISIN: | 87236Y AH1 / US87236YAH18 | |
| Floating Rate Senior Notes due 2021 | ||
| Principal Amount: | $600,000,000 | |
| Interest Rate: | 3-month LIBOR plus 0.430% | |
| Maturity Date: | November 1, 2021 | |
| Public Offering Price: | 100.000% of the principal amount | |
| Interest Payment Dates: | February 1, May 1, August 1 and November 1, commencing on February 1, 2019 | |
| Interest Record Dates: | January 15, April 15, July 15 and October 15 | |
| Interest Reset Dates: | February 1, May 1, August 1 and November 1, commencing on November 1, 2018 | |
| Net Proceeds (before expenses): | $597,900,000 | |
| Day Count Convention: | Actual / 360 | |
| Business Day Convention: | Modified Following (Adjusted) | |
| Par Call: | At any time on or after October 2, 2021 (30 days prior to the maturity date of the notes) | |
| CUSIP / ISIN: | 87236Y AG3 / US87236YAG35 | |
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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement 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 prospectus in that registration statement, the preliminary prospectus supplement 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 website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at (888) 603-5847, Citigroup Global Markets Inc. toll-free at (800) 831-9146 or TD Securities (USA) LLC toll-free at (855) 495-9846.
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