The Charles Schwab Corporation Extends Early Participation Date of Private Debt Exchange Offer

Wednesday, August 15, 2012 5:41 am PDT



Public Company Information:

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SAN FRANCISCO--(BUSINESS WIRE)--The Charles Schwab Corporation (the “Company”) announced today that the early participation date for the previously announced private exchange offer of its 4.950% senior notes due 2014 (CUSIP No. 808513AC9) (“Old Notes”) for new senior notes due 2022 (“New Notes”) and cash (“Exchange Offer”) has been extended to 5:00 p.m., New York City time, on August 21, 2012 (the “Early Participation Date”), the pricing date for the Exchange Offer has been extended to 11:00 a.m., New York City time, on August 22, 2012 (the “Price Determination Date”) and the early settlement date for the Exchange Offer has been extended to August 27, 2012, the fourth business day after the Early Participation Date (“Early Settlement Date”). No other changes have been made to the terms and conditions of the Exchange Offer.

The Company commenced the Exchange Offer on August 1, 2012. The Exchange Offer is made only by and pursuant to the terms and conditions set forth in a confidential offering memorandum and related letter of transmittal, each as amended to date and as updated by this press release.

Eligible Holders (as defined below) who validly tender their Old Notes on or prior to the Early Participation Date, will receive, on the Early Settlement Date, the Total Exchange Price, which includes an early participation payment of $30 per $1,000 principal amount of Old Notes (the “Early Participation Payment’). The “Total Exchange Price” will equal the discounted value of the remaining payments of principal and interest through the maturity date of the Old Notes (excluding accrued and unpaid interest to, but not including, the Early Settlement Date), using a yield equal to the sum of (i) the bid-side yield on the 0.25% U.S. Treasury Note due May 31, 2014 on the Price Determination Date and (ii) 0.375% (37.5 basis points). Eligible Holders who validly tender their Old Notes after the Early Participation Date but on or prior to the Expiration Date (as defined below) will receive, on the first business day after the Expiration Date, August 29, 2012 (the “Final Settlement Date”), the Total Exchange Price less the Early Participation Payment.

The withdrawal date for the Exchange Offer occurred at 5:00 p.m., New York City time, on August 14, 2012. Any Old Notes previously tendered or tendered after that time may not be withdrawn. The Exchange Offer will expire at midnight, New York City time, on August 28, 2012 (“Expiration Date”).

Documents relating to the Exchange Offer will only be distributed to holders of the Old Notes that complete and return a letter of eligibility confirming that they are either (1) “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) or (2) persons outside the United States who are not “U.S. persons” as defined in Regulation S under the Securities Act (“Eligible Holders”). Holders of the Old Notes that desire a copy of the eligibility letter may contact the information agent for the Exchange Offer, Global Bondholder Services Corporation, by calling (866) 488-1500 (toll-free) or (212) 430-3774.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Confidential Offering Memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include statements regarding the Exchange Offer and whether or not the Company will consummate the Exchange Offer. These forward-looking statements are subject to risks and uncertainties, including the risks disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.


Charles Schwab
Greg Gable, 415-667-0473
Charles Schwab
Chelsea de St. Paer, 415-667-1064

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