TD Ameritrade Holding Corporation (NasdaqGS:AMTD) entered into a definitive agreement to acquire Scottrade Financial Services, Inc. from Rodger O. Riney family for approximately $2.8 billion on October 24, 2016. TD Ameritrade will acquire 5.2 million Class B shares and 521.68 Class A shares of Scottrade and will issue 27.7 million shares and $1.8 billion in cash. Under the terms of deal, $130 million will be deposited in escrow account and 1.95 million shares of TD Ameritrade will be deposited in escrow at closing. In a related deal, TD Bank, N.A. agreed to acquire Scottrade Bank from Scottrade Financial Services, Inc. for $1.3 billion. Cash portion of consideration will be financed by $900 million of cash in hand of TD Ameritrade, $400 million of new debt offering and the proceeds from the sale of 11 million shares to TD Bank for $400 million. Post acquisition, Scottrade Founder and Chief Executive Officer Rodger Riney will be appointed as Special Advisor to the President & Chief Executive Officer of TD Ameritrade. The transaction has been approved by the Boards of Directors of TD Ameritrade and Scottrade. Deal is subject to approval of Scottrade’s shareholders and execution of Escrow Agreement, Registration Rights Agreement and Parent Stockholder Agreement. The transaction is also subject to regulatory approval including FINRA, HSR act and closing of Scottrade Bank’s deal. On December 8, 2016, the U.S. Federal Trade Commission notified that early termination of the waiting period under the HSR Act was granted. On September 13, 2017, the US Federal Reserve Board approved the deal. Deal is expected to close by September 30, 2017. The transaction is expected to be to be 7% to 12% dilutive in its first year and accretive in second and third year. Joel Fleck and Tom Vandever of Barclays Capital Inc. acted as financial advisor and Edward D. Herlihy, Matthew M. Guest, Jeannemarie O'Brien, Josh Holmes, Minsun Lee, Bert Ma, Sherri D. Reiss, Jacob A. Kling, Kwon-Yong Jin, Anna M. Shifflet, Damian G. Didden, Christina C. Ma, Richard K. Kim, Amanda K. Allexon, Sasha F. Belinkie , Sasha F. Belinkie, Gregory E. Pessin, Emily D. Johnson, A.J. Martinez, Joshua M. Holmes, Rachel B. Reisberg, David B. Sturgeon and Alicia McCarthy. of Wachtell, Lipton, Rosen & Katz acted as legal advisors to TD Ameritrade. Phil Labbe and Ken Coquillette of Goldman, Sachs & Co. acted as financial advisors and Mark J. Menting, Ronald E. Creamer Jr., Rebecca S. Coccaro, Stephen H. Meyer, Andrea R. Tokheim, Regina Sorin, Michael R. Portner Gartke, Patrick M. Corrigan, Judson R. Finnegan, Jameson S. Lloyd, Kristen B. Klein and Angelyn M. Justian of Sullivan & Cromwell acted as legal advisors to Scottrade. Lee Meyerson, Jakob Rendtorff, Andrew Edelen, Mark Viera, Alexander Cushman and Brandon Whittaker, Mark Chorazak, Deepa Thimmapaya, Jonathan Goldstein, Michael Badain, Sarah Katz, Tristan Brown, Paul Barrus, Peter Guryan and Michael Naughton of Simpson Thacher & Bartlett LLP acted as legal advisors for Toronto-Dominion Bank, affiliate of TD Ameritrade. Thomas R. Corbett of Thompson Coburn LLP acted as legal advisor to Rodger O. Riney family. U.S. Bank National Association acted as escrow agent in the deal. TD Securities Inc. acted as financial advisor for TD Ameritrade Holding Corporation. Alan S.Goudiss, Robert M.Katz and Derrick M.Lott of Shearman & Sterling acted as legal advisor to Barclays Capital Inc, financial advisor to TD Ameritrade Holding Corporation. Citigroup Global Markets Inc acted as legal advisor to TD Ameritrade Holding Corporation (NasdaqGS:AMTD).