Current Report Filing (8-k)
November 19 2015 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 17, 2015
E*TRADE
Financial Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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1-11921
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94-2844166
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1271 Avenue of the Americas, 14th Floor, New York,
New York 10020
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(Address
of principal executive offices and Zip Code)
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(646) 521-4300
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since
last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On November 19, 2015, the Company announced that its Board of
Directors has authorized the repurchase of up to $800 million of shares
of the Company’s common stock through March 31, 2017. The timing and
exact amount of any common stock repurchases will depend on various
factors, including market conditions and the Company’s capital position.
The Company’s share repurchase program does not include specific price
targets, may be executed through open market purchases or privately
negotiated transactions, may utilize Rule 10b5-1 programs, and may be
suspended or terminated at any time. As of October 31, 2015, the Company
had 293 million shares outstanding. A copy of the Company’s press
release is attached as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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99.1 Press Release, dated November 19, 2015
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SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
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November 19, 2015
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E*TRADE FINANCIAL CORPORATION
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By:
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/s/ Karl A. Roessner
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Karl A. Roessner
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Corporate Secretary
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Exhibit 99.1
E*TRADE
Financial Corporation Announces $800 Million Share Repurchase
Authorization
NEW YORK--(BUSINESS WIRE)--November 19, 2015--E*TRADE Financial
Corporation (NASDAQ:ETFC) today announced that its Board of Directors
authorized the Company to repurchase up to $800 million of its common
stock. The authorization is effective immediately and extends through
March 31, 2017.
“Today’s announcement brings our fourth major capital deployment action
in 2015, after having reduced and refinanced corporate debt, terminated
wholesale funding obligations, and begun the process of growing our
balance sheet to our targeted size of approximately $50 billion,” said
Paul Idzik, Chief Executive Officer. “It also marks the first time in
more than eight years that the Company has returned capital to
shareholders through a repurchase program – a natural next step to
continue driving value for our owners, while providing us with the
flexibility to evaluate further opportunities, should they arise.”
The repurchases may take place over the duration of the program at
prices the Company deems appropriate, and are subject to market
conditions. The repurchases may be effected in the open market, in
privately negotiated transactions, may utilize Rule 10b5-1 programs, and
may be suspended or terminated at any time.
About E*TRADE Financial
E*TRADE Financial and its subsidiaries provide financial services
including online brokerage and related banking products and services to
retail investors. Specific business segments include Trading and
Investing and Balance Sheet Management. Securities products and services
are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products
and services are offered by E*TRADE Bank, a Federal savings bank, Member
FDIC, or its subsidiaries. More information is available at www.etrade.com.
Important Notices
E*TRADE Financial, E*TRADE, and the E*TRADE logo are trademarks or
registered trademarks of E*TRADE Financial Corporation. ETFC-G
Forward-Looking Statements
The statements contained in this news release that are forward looking,
including statements regarding the Company's ability to continue driving
value for its owners, and continue growing its balance sheet are
“forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995,
and are subject to a number of uncertainties and risks. Actual results
may differ materially from those indicated in the forward-looking
statements. The uncertainties and risks include, but are not limited to,
macro trends of the economy in general and the potential negative
regulatory consequences resulting from the implementation of financial
regulatory reform as well as from actions by or more restrictive
policies or interpretations of the Federal Reserve and the Office of the
Comptroller of the Currency or other regulators. Further information
about these risks and uncertainties can be found in the annual,
quarterly, and current reports on Form 10-K, Form 10-Q, and Form 8-K
previously filed by E*TRADE Financial Corporation with the Securities
and Exchange Commission (including information in these reports under
the caption “Risk Factors”). Any forward-looking statement included in
this release speaks only as of the date of this communication; the
Company disclaims any obligation to update any information.
© 2015 E*TRADE Financial Corporation. All rights reserved.
CONTACT:
E*TRADE Media Relations
Thayer Fox,
646-521-4418
thayer.fox@etrade.com
or
E*TRADE
Investor Relations
Brett Goodman, 646-521-4406
brett.goodman@etrade.com
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