TD AMERITRADE has entered into settlement agreements with the Securities and Exchange Commission and state regulators, resolving their respective investigations related to the sale of auction rate securities (ARS). As part of these settlement agreements, TD AMERITRADE has announced an offer to purchase eligible ARS from certain retail clients. As an investor, you may be eligible for the offer if:
You are a current or former client of TD AMERITRADE.
You purchased ARS through TD AMERITRADE on or before Feb. 13, 2008 and held them in personal accounts, accounts for not-for-profit charitable organizations or religious entities, or in one or more accounts with assets of $10 million or less.
You will not be eligible for this offer if:
You purchased ARS from another firm and moved them to TD AMERITRADE.
You purchased ARS through TD AMERITRADE after Feb. 13, 2008.
You purchased ARS at the direction of an independent registered investment advisor ("RIA").
You purchased ARS through TD AMERITRADE, but transferred them to another firm before Jan. 24, 2006.
This offer will help clients who have been unable to find liquidity for these securities in an unprecedented market environment. We will purchase ARS in phases, with initial purchases focused on clients with account values of less than $250,000, and expect to complete all purchases by March 31, 2010, but no later than June 30, 2010.
For additional information, please refer to our press release or the following list of Frequently Asked Questions. New information will be added to this page as it becomes available. Investors who have individual questions should call 800-454-4519, Monday through Friday between the hours of 7 a.m. and 5:30 p.m. CDT, to speak with representatives dedicated specifically to this offer.
For additional information, please see the FAQs provided below, or download a copy of the tender offer.
TD AMERITRADE is offering to purchase certain auction rate securities (ARS) from its eligible retail clients. This includes all eligible ARS at their respective par value, plus accrued and unpaid interest, if any, or the securities' respective liquidation preference, plus accumulated dividends, if any, to the payment date.
What securities are eligible for this offer?
ARS purchased through TD AMERITRADE on or before Feb. 13, 2008 and held in personal accounts, accounts for not-for-profit charitable organizations or religious entities, or certain accounts with assets of $10 million or less are eligible for this offer.
ARS purchased in accounts managed by independent registered investment advisors are not eligible for this offer. ARS purchased through TD AMERITRADE after Feb. 13, 2008, or purchased elsewhere and transferred to TD AMERITRADE, or purchased at TD AMERITRADE and transferred away before Jan. 24, 2006 are also not eligible for the offer.
What if my Eligible ARS are the subject of a successful auction or issuer-provided liquidity event?
If there is a successful auction for your eligible ARS occurring prior to our acceptance of your tender, we will not accept the tender of your eligible ARS. If you are a current client of TD AMERITRADE, the issuer redemption will be processed in the normal course. If you are not a client of TD AMERITRADE and you wish to participate in the auction, you should contact your current firm regarding the auction.
If, for any reason, the auction is not successful or any of your eligible ARS remain outstanding after the auction, you may re-tender any and all remaining eligible ARS to us pursuant to this offer.
If there is a redemption for a particular eligible ARS occurring prior to our acceptance of your tender, we will not accept the tender of your eligible ARS. Instead, your eligible ARS will be redeemed by its issuer, and you will be paid pursuant to the terms of the redemption. If your eligible ARS is subject of a partial redemption prior to our acceptance, we will accept your tender of the eligible ARS remaining in your account and will purchase such eligible ARS from you.
If I am eligible and elect to participate in the offer, how long will it take to receive payment for my securities?
Within the next 15 business days we will send out more information about the purchase program.
Depending on your account value and whether you need to transfer securities back to TD AMERITRADE, we have committed to complete all payments by March 31, 2010, but no later than June 30, 2010.
If your account had assets of $250,000 or less as of March 13, 2009, our offer will remain open for 75 days from the date we send it to you. We expect to complete our purchase within five business days thereafter.
If your account value is more than $250,000, we intend to complete the buy-back by March 31, 2010, but no later than June 30, 2010.
I have immediate liquidity needs that cannot wait until I receive payment for my securities. Are there any other options available to me?
Yes. Clients who are eligible and elect to accept our offer will also be eligible to receive loans from TD AMERITRADE as a means to help them meet immediate liquidity needs between now and the time of payment.
Clients who entered into loan agreements with TD AMERITRADE related to eligible ARS prior to the announcement of this offer will be eligible to receive payment for interest they may have accrued or paid on such loans if the interest exceeded the interest rate or dividend yield of the ARS.
I purchased ARS from TD AMERITRADE on or before Feb. 13, 2008, but I have since sold them at a loss. Will I be eligible for any payment through this offer?
TD AMERITRADE will reimburse eligible investors who can document that they sold eligible ARS below par prior to the date of this announcement. Please call us at 800-454-4519, Monday through Friday, between the hours of 7 a.m. and 5:30 p.m. CDT, to discuss your individual situation with a dedicated service representative.
I am not sure whether I want to accept this offer and may still want to try selling these securities on my own. How much time will I have to decide?
The decision to accept or decline this offer is entirely up to you. We will send additional details about this offer in the next 15 business days.
Clients with account assets of $250,000 or less will have 75 days to decide whether to accept the offer. Clients with account assets above $250,000 will have until the date stated in the purchase notice received from the company to decide.
In addition, eligible clients with account assets of $250,000 or less who elect to participate may revoke their election at the expiration of the offer, and eligible clients with account assets above $250,000 will have until the date stated in the notice to revoke their election.
I am a former client of TD AMERITRADE who purchased ARS through the firm before Feb. 13, 2008. What do I need to do in order to participate in this offer?
Former clients of TD AMERITRADE who hold eligible securities must call 800-454-4519, Monday through Friday between the hours of 7 a.m. and 5:30 p.m. CDT, and speak to one of our representatives dedicated to help them to transfer their ARS back to TD AMERITRADE to complete the buy-back.
I am a current client of TD AMERITRADE who purchased ARS through a different broker-dealer prior to transferring my assets to TD AMERITRADE. What do I need to do in order to participate in this offer?
Unfortunately this offer only applies to ARS purchased through TD AMERITRADE. If you purchased ARS through another broker-dealer but have since transferred them to TD AMERITRADE, you would need to contact the broker-dealer through which you purchased the ARS to see if a similar program is available to you.
Why are ARS purchased in accounts managed by independent registered investment advisors not eligible for this offer?
We are extending this offer to retail investors who purchased ARS from TD AMERITRADE, either as self-directed investors, or based on recommendations by the firm.
Clients whose TD AMERITRADE accounts are managed by independent registered investment advisors (RIAs) relied on those advisors to manage their assets and used TD AMERITRADE only to custody their assets. Nevertheless, TD AMERITRADE will continue to extend loans to RIA clients who have specific liquidity needs.
What if I want to make a claim concerning special consequential damages? What is the process for filing such claims?
TD AMERITRADE has agreed to a special consequential damages claim arbitration process, established and overseen by the Financial Industry Regulatory Authority (FINRA). This special process is available to eligible clients for the exclusive purpose of arbitrating any consequential damages claim as permitted by law that certain clients may desire to pursue in relation to their eligible ARS.
Under the special FINRA process, claims for consequential damages will be heard by a single, independent, non-industry arbitrator. TD AMERITRADE will pay all claim-related forum and filing fees. Eligible clients also may seek recovery for their attorneys fees to the same extent they may under standard arbitration procedures.
For more information regarding the procedure, including how to bring a claim, limitations on discovery and to obtain a claim form, please click here to visit the FINRA Web site.
What should I do if I have more questions?
Clients and former clients with questions about this buy-back offer should call us at 800-454-4519, Monday through Friday between the hours of 7 a.m. and 5:30 p.m. CDT. We will also update this Web site throughout the course of the program with new information as it pertains to the offer.
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