E*TRADE to Propose Offering of Preferred Stock
August 15 2016 - 08:05AM
Business Wire
Proceeds to finance purchase of
OptionsHouse
E*TRADE Financial Corporation (NASDAQ:ETFC) today filed a
prospectus supplement relating to an offering of up to $400 million
of fixed-to-floating rate non-cumulative perpetual preferred stock,
with a liquidation preference of $1,000 per share.
Actual terms of the securities, including the dividend rate,
issuance amount, and redemption provisions, will depend on market
conditions at the time of pricing.
E*TRADE intends to use the gross proceeds from this offering,
along with $325 million of 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 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 and accompanying
base prospectus) for more complete information about E*TRADE and
this offering. You may obtain these documents 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 toll-free 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 the 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/20160815005512/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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