The Toronto-Dominion Bank and TD Ameritrade’s acquisition of Scottrade for $4 Billion


Simpson Thacher is representing The Toronto-Dominion Bank (TSX and NYSE: TD) in connection with its acquisition of Scottrade Bank for $1.3 billion, and in the related acquisition by TD Bank’s 42% owned affiliate, TD Ameritrade, of Scottrade’s brokerage business for a net additional $2.7 billion in cash and stock. TD Bank will also purchase $400 million in new common equity from TD Ameritrade to fund the acquisition.

The transactions are subject to banking and other regulatory approvals and are expected to close in 2017.

TD Bank, headquartered in Toronto, Canada, is one of the largest financial services companies in North America with an $84 billion market capitalization and approximately $896 billion in assets.

Scottrade is a privately-held financial services firm providing securities brokerage, investment guidance and online banking products and services to more than three million retail investors. As of September 30, 2016, Scottrade Bank held approximately $17 billion in assets and $15 billion in sweep deposits from Scottrade’s brokerage customers.

The Simpson Thacher team included Lee Meyerson (Picture), Jakob Rendtorff, Andrew Edelen, Mark Viera, Alexander Cushman and Brandon Whittaker (M&A); Mark Chorazak and Deepa Thimmapaya (Regulatory); Jonathan Goldstein, Michael Badain and Sarah Katz (Tax); Tristan Brown and Paul Barrus (Executive Compensation and Employee Benefits); and Peter Guryan and Michael Naughton (Antitrust).

Involved fees earner: Lee Meyerson – Simpson Thacher & Bartlett; Jakob Rendtorff – Simpson Thacher & Bartlett; Andrew Edelen – Simpson Thacher & Bartlett; Mark Viera – Simpson Thacher & Bartlett; Alexander Cushman – Simpson Thacher & Bartlett; Brandon Whittaker – Simpson Thacher & Bartlett; Mark Chorazak – Simpson Thacher & Bartlett; Deepa Thimmapaya – Simpson Thacher & Bartlett; Jonathan Goldstein – Simpson Thacher & Bartlett; Michael Badain – Simpson Thacher & Bartlett; Tristan Brown – Simpson Thacher & Bartlett; Paul Barrus – Simpson Thacher & Bartlett; Peter Guryan – Simpson Thacher & Bartlett; Michael Naughton – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Toronto-Dominion Bank; TD Ameritrade Holding Corporation;

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Author: Ambrogio Visconti