TD Ameritrade Holding Corporation
TD Ameritrade — Merger or Acquisition (October 2016)
16 slides from TD Ameritrade's merger presentation, Oct 24, 2016
Slide 1: TD Ameritrade to acquire Scottrade
Exhibit 99.2 TD Ameritrade to acquire Scottrade Combination enhances scale, accelerates growth Tim Hockey, President and CEO Steve Boyle, EVP and CFO October 24, 2016 TD Ameritrade Holding Corporation (Nasdaq: AMTD). Brokerage services provided by TD Ameritrade, Inc., member FINRA/SIPC, and TD Ameri
Slide 2: Forward-looking Statements
Forward-looking Statements Important Information This document contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, including statements giving expectations or predictions of future financial or busines
Slide 3: Combination Extends Our Leadership Position in the Retail Brokerage Industry
Combination Extends Our Leadership Position in the Retail Brokerage Industry Combined ~$950b (5) in client assets and ~600k DARTs (1) Leader in trading Leading retail brokerage franchise – 463k DARTs (1) – One of the pioneers of investing services Premier asset gatherer Award-winning client service
Slide 4: Compelling Combination of Leading Firms
Compelling Combination of Leading Firms • Immediately enhances our scale and accelerates our growth Enhanced Scale • Extends our leadership position in trading (~600k in pro forma DARTs (1) ) • Significantly grows our client base by adding over 2m clients with 3m+ funded accounts (2) • Expected to g
Slide 5: Combination Benefits Both Scottrade and TD Ameritrade Clients
Combination Benefits Both Scottrade and TD Ameritrade Clients A transaction which drives benefits for both client bases Client Benefits Client Benefits Comprehensive investor education tools Sophisticated trading platforms and advanced mobile trading technology Enhanced product capabilities (i.e., c
Slide 6: Transaction Structure
Transaction Structure TD Bank, N.A. acquires Scottrade Bank from Scottrade Financial Services, Inc.(SFSI), followed by TD Ameritrade acquiring SFSI Step One: TD Bank, N.A. Acquires Scottrade Bank Step Two: TD Ameritrade Acquires SFSI (11) TD Bank, N.A. TD Ameritrade Acquisition of 100% $3.0b in cash
Slide 7: Transaction Summary
Transaction Summary • TD Ameritrade will acquire Scottrade Financial Services, Inc. for $4b(12) Structure • $2.7b (12) net price after accounting for TD Bank's ~$1.3b (10) acquisition of Scottrade Bank • In combination with the cash proceeds from the sale of Scottrade Bank, Scottrade shareholders wi
Slide 8: Transaction Summary: Purchase Price
Transaction Summary: Purchase Price Paying $4b in cash and equity $4.0b Gross Purchase Price (12) (Less) ~$1.3b Scottrade Bank Sale Proceeds(10) Equals $2.7b TD Ameritrade's Net Purchase Price(12) Funded With $1.3b Cash $1.4b Equity(13) • $900m of cash from TD Ameritrade • ~28m shares to Scottrade s
Slide 9: Financial Summary
Financial Summary • $4b (or $2.7b net of proceeds from bank sale) (12) Purchase Price • Net purchase multiple: 3.8x revenue (16) • Net purchase multiple: 3.0x revenue includes net present value of tax benefit (17) • -7% to -12% dilutive in year 1 (excluding restructuring charges) Accretion/Dilution
Slide 10: Enhancing Our Scale and Accelerating Our Growth
Enhancing Our Scale and Accelerating Our Growth Meaningful lift across key operating metrics will drive scale, efficiencies and growth(23) Funded Accounts(2) 7.0m 3.1m 10.1m Client Assets(5) $774b $170b $944b DARTs (1) 463k 137k 600k Revenue / Trade(24) $11.76 $10.10 $11.38 Derivatives (25) 44% 11%
Slide 11: Combination Will Significantly Grow Branch Presence
Combination Will Significantly Grow Branch Presence Anticipate that our physical footprint will expand to ~450 branches; accelerates TD Ameritrade’s asset gathering strategy Combined Footprint Scottrade TD Ameritrade 11
Slide 12: Track Record of Successful Acquisitions
Track Record of Successful Acquisitions Proven experience acquiring and integrating to create client and shareholder value Successful Acquisition Track Record $1,000 1,000 $944 $900 900 $800 800 $774 $700 $653 $667 700 DARTs 600k $600 $556 600 $500 $472 500 $400 $379 400 $355 $303 $302 $300 $262 $27
Slide 13: Summary
Summary Opportunistic acquisition extends TD Ameritrade’s leadership position 1. Financially-attractive with compelling shareholder benefits, including double- digit EPS accretion post-conversion. 2. Provides clients with a broader, more robust offering, including more education, more advanced tools
Slide 14: Appendix
Appendix 14
Slide 15: Footnotes
Footnotes 1. Total revenue-generating client trades divided by the number of trading days in the period as of FY16 (October 2015 to September 2016) 2. Funded accounts as of September 30, 2016 3. Accretion/(dilution) includes moving Scottrade sweep deposits into the IDA, client attrition, expense syn
Slide 16: TD Ameritrade
1D Ameritrade 16
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