Hurdles face Schwab-Ameritrade deal

If Charles Schwab Corp. succeeds in acquiring TD Ameritrade Holding Corp., it would create a $5 trillion giant.
If Charles Schwab Corp. succeeds in acquiring TD Ameritrade Holding Corp., it would create a $5 trillion giant.Michael Nagle/Bloomberg News

NEW YORK — Charles Schwab Corp.’s plan to buy rival TD Ameritrade Holding Corp. could face tough antitrust scrutiny over a deal that combines two of the biggest companies that run platforms used by independent financial advisers.

The tie-up would create a $5 trillion giant, advancing Schwab’s leading position as custodian for assets managed by financial advisers. That could raise antitrust concerns even as competition among brokerages is driving down fees for investors.

“We think this deal may face somewhat significant antitrust hurdles,” Keefe, Bruyette & Woods Kyle Voigt said in a note Thursday.

Schwab is the number one player in the market for safeguarding assets managed by registered investment advisers, followed by Fidelity Investments, Voigt said. Schwab may hold about half of the market, while TD Ameritrade may have around 15 percent to 20 percent, he said. TD Ameritrade surged as much as 26 percent Thursday — the most in 20 years — while Schwab rallied 14 percent.

Still, the market is fairly fragmented with smaller competitors and falling management fees have been a boon to investors, a trend that looks unlikely to change, said Bloomberg Intelligence analyst David Ritter.


“It’s hard to imagine that that train is going to be slowed by one merger like this,” he said.

One of the last major deals in the industry — TD Ameritrade’s acquisition of Scottrade in 2017 — won approval from US antitrust officials without conditions. Toronto-Dominion Bank, Canada’s second-largest lender by assets, owns a 43 percent stake in TD Ameritrade.

Although fees are going down for consumers, antitrust officials will focus on whether the deal will mean less competition for the interest paid to investors on their accounts and whether fees on other services could rise, said Robert Litan, a partner at Korein Tillery and a former official with the Justice Department’s antitrust division. The tie-up will likely be reviewed by the Justice Department, he said, instead of the Federal Trade Commission, which also reviews mergers.


“The intense competition in the industry has forced them to go to zero commissions, but that doesn’t mean that the market still isn’t susceptible to having consumers hurt as a result of further consolidation,” he said.

Cowen analyst Jaret Seiberg said in a note that the takeover will get significant scrutiny from regulators that could stretch into the third quarter of 2020, though he said he expects it will be completed before the next presidential inauguration.

“The concern is that this becomes political,” Seiberg said. “Democratic candidates including Senator Elizabeth Warren have been railing against big tech and big banks. It is easy to see how this could get drawn into this anti-big business campaign.”