Filed Pursuant to Rule 433
Dated November 9, 2015
Registration Statement: No. 333-200939
The Charles Schwab Corporation
$350,000,000 3.450% SENIOR NOTES DUE 2026
(the “Notes”)
SUMMARY OF TERMS
| Issuer: | The Charles Schwab Corporation (“CSC”), a Delaware Corporation | |
| Expected Ratings: (Moody’s / S&P / Fitch)* | A2 / Stable, A / Stable, A / Stable | |
| Security Type: | Senior Unsecured Notes | |
| Pricing Date: | November 9, 2015 | |
| Settlement Date (T+3): | November 13, 2015 | |
| Interest Payment Dates: | February 13 and August 13, commencing on February 13, 2016 (short first coupon) | |
| Interest Record Dates: | January 29 and July 29 | |
| Principal Amount: | $350,000,000 | |
| Maturity Date: | February 13, 2026 | |
| Benchmark Treasury: | 2.000% due August 15, 2025 | |
| Benchmark Treasury Price / Yield: | 97-00/ 2.345% | |
| Spread to Benchmark Treasury: | + 115 bps | |
| Yield to Maturity: | 3.495% | |
| Coupon: | 3.450% | |
| Public Offering Price: | 99.619% | |
| Gross Proceeds to CSC: | $348,666,500 | |
| Underwriting Discounts or Commissions per note paid by CSC: | 0.650% | |
| Aggregate Underwriting Discounts or Commissions paid by CSC: | $2,275,000 | |
| Net Proceeds to CSC (after underwriting discounts and commissions, but before deducting offering expenses): | $346,391,500 | |
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| Optional Redemption: | ||
| Make-Whole Call: |
Prior to November 13, 2025, 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 20 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date. | |
| Par-Call: |
On or after November 13, 2025, CSC may redeem some or all of the Notes at any time at a redemption price 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. | |
| CUSIP / ISIN: | 808513AM7 / US808513AM75 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC | |
| Co-Managers: | BNY Mellon Capital Markets, LLC Lloyds Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
* 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.
CAPITALIZATION – AS ADJUSTED
The following table sets forth the consolidated cash and cash equivalents and capitalization of the Issuer at September 30, 2015, as adjusted for the offering of $350 million of the Notes.
| (In Millions) |
(as Adjusted for the Offering) | ||||
| Cash and cash equivalents |
$ | 10,712 | |||
| Notes offered hereby |
$ | 350 | |||
| Total debt |
$ | 3,243 | |||
| Total capitalization |
$ | 16,439 | |||
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
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the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (800) 831-9146, Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037, Goldman, Sachs & Co. toll free at (866) 471-2526 or J.P. Morgan Securities LLC by calling collect at (212) 834-4533.
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