尚乘国际美股招股说明书(2017-04-26版)

424B5 1 d384921d424b5.htm 424B5 Table of ContentsFiled Pursuant to Rule 424(b)(5) Registration No. 333-217367 CALCULATION OF REGISTRATION FEE Title of each Class ofSecurities to be Registered Amountto beRegistered ProposedMaximumOffering PricePer Security ProposedMaximumAggregateOffering Price Amount ofRegistration Fee(1)3.300% Senior Notes due 2027 $800,000,000 99.792% $798,336,000 $92,527.15 (1)Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Table of ContentsPROSPECTUS SUPPLEMENT (To Prospectus Dated April 19, 2017) $800,000,000 TD Ameritrade Holding Corporation 3.300% Senior Notes due 2027 TD Ameritrade Holding Corporation (the “Company”) is offering $800 million aggregate principal amount of its 3.300% Senior Notes due 2027 (the “notes”). The Company will pay interest on the notes semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2017. The notes will mature on April 1, 2027. The Company may redeem some or all of the notes at its option at any time and from time to time at the applicable redemption price described herein. See “Description of the Notes—Redemption of the Notes—Optional Redemption.” If (x) the consummation of the Scottrade Acquisition (as defined herein) does not occur on or before April 24, 2018 or (y) the Company notifies the trustee (as defined herein) in writing that the Company will not pursue the consummation of the Scottrade Acquisition, the Company will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but not including, the Special Mandatory Redemption Date (as defined herein). See “Description of the Notes—Redemption of the Notes—Special Mandatory Redemption.” The notes will be the Company’s unsecured, unsubordinated obligations and will rank equally in right of payment with all of the Company’s existing and future unsubordinated indebtedness from time to time outstanding. The notes will be effectively subordinated to any of the Company’s existing and future secured debt, to the extent of the value of the collateral securing such debt, and will be structurally subordinated to all existing and future obligations of the Company’s subsidiaries. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Investing in the notes involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and the other risk factors included or incorporated by reference in this prospectus supplement and the accompanying prospectus before investing in the notes. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Note Total Public offering price(1) 99.792% $798,336,000 Underwriting discount 0.663% $5,304,000 Proceeds to us (before expenses) 99.129% $793,032,000 (1)Plus accrued interest, if any, from April 27, 2017, if settlement occurs after that date. The notes will not be listed on any securities exchange or quoted on any automated quotation system. There is currently no public market for the notes. The underwriters expect to deliver the notes to purchasers in book-entry form through the facilities of The Depository Trust Company, including its participants Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about April 27, 2017. Joint Book-Running Managers Barclays Wells Fargo SecuritiesJ.P. Morgan TD Securities US BancorpCo-Manager BofA Merrill Lynch April 24, 2017 Table of ContentsYou should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus and in any free writing prospectus that we may provide to you. We have not, and the underwriters have not, authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those respective dates. We are not, and the underwriters are not, making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer or solicitation on our behalf or on behalf of the underwriters to subscribe for and purchase any of the notes, and may not be used