E*TRADE Announces Pricing of Preferred Stock
August 16 2016 - 4:55PM
Business Wire
Proceeds to finance purchase of
OptionsHouse
E*TRADE Financial Corporation (NASDAQ:ETFC) today announced the
pricing of $400 million of fixed-to-floating rate non-cumulative
perpetual preferred stock, with a liquidation preference of $1,000
per share.
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The securities will accrue dividends on a non-cumulative basis
at a fixed rate of 5.875%, payable semi-annually up to, but
excluding, September 15, 2026. Thereafter, the securities will be
callable and accrue dividends on a non-cumulative basis at a
floating rate equivalent to three-month U.S. dollar LIBOR plus
4.435%, payable quarterly. Dividend payments on the securities will
occur only when declared by E*TRADE’s Board of Directors. E*TRADE
may also redeem the preferred stock at any time within 90 days of a
regulatory capital treatment event.
E*TRADE intends to use the proceeds from this offering, along
with existing cash, to finance the purchase of Aperture New
Holdings, Inc., the ultimate parent company of OptionsHouse. The
transaction is expected to close in the fourth quarter of 2016,
subject to customary closing conditions and regulatory approvals.
If the purchase of OptionsHouse does not occur, the proceeds will
be used for general corporate purposes.
Credit Suisse, Goldman, Sachs & Co., J.P. Morgan, and Morgan
Stanley are serving as joint book-running managers for the
offering.
E*TRADE has filed an effective registration statement (including
a preliminary prospectus supplement, free writing prospectus and
accompanying base prospectus) with the Securities and Exchange
Commission (SEC) for the offering to which this communication
relates. Before you invest, you should read the effective
registration statement (including the preliminary prospectus
supplement, free writing prospectus and accompanying base
prospectus) for more complete information about E*TRADE and this
offering. You may obtain these documents and, when available, the
final prospectus supplement, for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, copies may be obtained by
calling Credit Suisse Securities (USA) LLC toll-free at
1-800-221-1037; Goldman, Sachs & Co. toll-free at
1-866-471-2526; J.P. Morgan Securities LLC collect at
1-212-834-4533; or Morgan Stanley & Co. LLC toll-free at
1-866-718-1649.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities, nor will
there be any sale of securities in any state or jurisdiction in
which such an offer, solicitation, or sale is not permitted.
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. 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.
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 completion, timing, and
size of the proposed public offering and the completion and timing
of the OptionsHouse acquisition 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 residential real estate
market, market volatility, instability in the consumer credit
markets and credit trends, increased mortgage loan delinquency and
default rates, portfolio growth, portfolio seasoning and resolution
through collections, sales or charge-offs, the uncertainty
surrounding the foreclosure process, 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.
In addition, the preferred stock offering and/or the OptionsHouse
acquisition may not occur or may be delayed; expected synergies and
other financial benefits of the acquisition may not be realized;
integration of OptionsHouse post-closing may not occur as
anticipated; regulatory risks associated with the transaction;
unanticipated restructuring costs may be incurred or undisclosed
liabilities assumed; and attempts to retain key personnel and
customers may not succeed. Further information about these risks
and uncertainties can be found in the preliminary prospectus
supplement as well as 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.
© 2016 E*TRADE Financial Corporation. All rights reserved.
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version on businesswire.com: http://www.businesswire.com/news/home/20160816006274/en/
E*TRADE Media
RelationsThayer Fox,
646-521-4418thayer.fox@etrade.comorE*TRADE
Investor RelationsBrett Goodman,
646-521-4406brett.goodman@etrade.com
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