Fitch Upgrades TD AMERITRADE Holding Corp Debt to 'BB+'; Affirms IDR at 'BB+'.

CHICAGO -- Fitch Ratings upgrades the long-term rating of TD AMERITRADE Holding Corporation's (AMTD) senior debt term-loan borrowings to 'BB+' from 'BB'. At the same time, the long-term Issuer Default Rating (IDR) is affirmed at 'BB+'. The Rating Outlook remains Positive for both the senior debt and the IDR.

TD AMERITRADE Holding Corporation's long-term debt consists of the following:

--$250 million term loan A senior secured notes maturing Dec. 31, 2011;

--$1.650 billion term loan B senior secured notes maturing Dec. 31, 2012.

The rating upgrade on the senior long-term debt is based on TD AMERITRADE's progress in paying down debt according to its schedule. Current debt outstanding is approximately $1.7 billion at Dec. 31, 2006. AMTD paid back approximately $500 million total debt between the date of the acquisition close and fiscal year-end 2006. Fitch cites the reduced leverage as a key reason for the upgrade. At the same time Fitch affirms the IDR rating at 'BB+' because the issuer's probability of default profile has not changed radically. AMTD is still in the process of integrating a large acquisition and while revenues and expense synergies appear likely to be met, the company faces challenges in establishing itself as an asset gatherer and diversifying its revenues base to more fee-based.

Fitch maintains the Positive Outlook because leverage metrics are improving and because the company is in the process of meeting its established targets. Debt to equity has already declined over 40% since deal close. The Positive Outlook also indicates that continuing to meet synergies and debt reduction targets could merit higher ratings over the intermediate term.

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