SCHWAB CHARLES CORP — Capital/Financing Update 2021

Mar 17, 2021

FWP 1 d106790dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Dated March 16, 2021

Registration Statement: No. 333-251156

The Charles Schwab Corporation

$1,250,000,000 FLOATING RATE SENIOR NOTES DUE 2024

$1,500,000,000 0.750% SENIOR NOTES DUE 2024

$1,250,000,000 2.000% SENIOR NOTES DUE 2028

SUMMARY OF TERMS

Issuer: — Expected Ratings: (Moody’s / S&P / Fitch)*	The Charles Schwab Corporation (“CSC”), a Delaware corporation — A2 / Stable, A / Stable, A / Stable
Security Type:	Senior Unsecured Notes
Pricing Date:	March 16, 2021
Settlement Date:	March 18, 2021 (T+2)
	Floating Rate Senior Notes due 2024 (the “2024 Floating Rate Senior Notes”)	0.750% Senior Notes due 2024 (the
“2024 Senior Notes”)	2.000% Senior Notes due 2028 (the
“2028 Senior Notes”)
Principal Amount:	$1,250,000,000	$1,500,000,000	$1,250,000,000
Maturity Date:	March 18, 2024	March 18, 2024	March 20, 2028
Interest Payment Dates:	March 18, June 18, September 18 and December 18, commencing on June 18, 2021	March 18 and September 18, commencing on September 18, 2021	March 20 and September 20, commencing on September 20, 2021
Interest Record Dates:	March 3, June 3, September 3 and December 3	March 3 and September 3	March 5 and September 5
Day Count:	Actual/360	30/360	30/360
Benchmark Treasury:	N/A	0.250% UST due March 15, 2024	1.125% UST due February 29, 2028
Benchmark Treasury Price / Yield:	N/A	99-23 3 ⁄ 4 / 0.337%	99-00 / 1.276%
Spread to Benchmark Treasury:	N/A	+43 bps	+75 bps
Yield to Maturity:	N/A	0.767%	2.026%

Coupon:	Compounded SOFR (as defined under “Description of the Notes—Interest—Floating Rate Notes” in the preliminary prospectus supplement dated March 16, 2021) +50 bps	0.750%	2.000%
Public Offering Price:	100.000%	99.950%	99.831%
Gross Proceeds to CSC:	$1,250,000,000	$1,499,250,000	$1,247,887,500
Underwriting Discount per note paid by CSC:	0.350%	0.350%	0.625%
Aggregate Underwriting Discount paid by CSC:	$4,375,000	$5,250,000	$7,812,500
Net Proceeds to CSC (after the underwriting discount, but before deducting offering expenses):	$1,245,625,000	$1,494,000,000	$1,240,075,000
Optional Redemption: Make-Whole Call:	N/A	On or after September 18, 2021 and prior to February 18, 2024, CSC may redeem some or all of the 2024 Senior Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2024
Senior 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 7 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date.	On or after September 18, 2021 and prior to January 20, 2028 CSC may redeem some or all of the 2028 Senior Notes at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2028 Senior
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 12.5 basis points, plus, in either case, accrued and unpaid interest to, but not including, the redemption date.

| Par Call: | On or after February 18, 2024, CSC may redeem some or all of the 2024 Floating Rate Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2024 Floating Rate Senior Notes
to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. | On or after February 18, 2024, CSC may redeem some or all of the 2024 Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2024 Senior Notes to be redeemed plus accrued
and unpaid interest to, but not including, the redemption date. | On or after January 20, 2028, CSC may redeem some or all of the 2028 Senior Notes at any time at a redemption price (calculated by CSC) equal to 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued
and unpaid interest to, but not including, the redemption date. |
| --- | --- | --- | --- |
| CUSIP / ISIN: | 808513BM6 / US808513BM66 | 808513BN4 / US808513BN40 | 808513BP9 / US808513BP97 |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets
Inc. Credit Suisse Securities (USA) LLC J.P. Morgan
Securities LLC Morgan Stanley & Co. LLC | | |
| Senior Co-Managers: | Goldman Sachs & Co. LLC Wells Fargo
Securities, LLC | | |
| Co-Managers: | Barclays Capital Inc. BNY Mellon Capital
Markets, LLC TD Securities (USA) LLC U.S. Bancorp
Investments, Inc. | | |

• 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.

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 BofA Securities, Inc. toll-free at (800) 294-1322, Citigroup Global Markets Inc. toll-free at (800) 831-9146, Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037, J.P. Morgan Securities LLC collect at (212) 834-4533, or Morgan Stanley & Co. LLC at (212) 761-6691.

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