E*TRADE Announces Pricing of Preferred Stock Offering
November 27 2017 - 05:10PM
Business Wire
Proceeds to fund the purchase of TCA
E*TRADE Financial Corporation (NASDAQ: ETFC) today announced the
pricing of its offering of $300 million of depositary shares with a
liquidation preference of $1,000 per share, each representing a
1/100th interest in a share of fixed-to-floating rate
non-cumulative perpetual preferred stock.
The securities will accrue dividends on a non-cumulative basis
at a fixed rate of 5.30%, payable semi-annually up to, but
excluding, March 15, 2023. 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
3.16%, 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 net proceeds from this offering to
fund the purchase of Trust Company of America (TCA). The
transaction is expected to close in the first half of 2018, subject
to customary closing conditions and regulatory approvals. If the
purchase of TCA does not occur, the proceeds will be used for
general corporate purposes.
Credit Suisse, J.P. Morgan, and Wells Fargo Securities 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.
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 acquisition of TCA 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,
uncertainties and risks related to market volatility and other
market conditions, customary closing conditions related to the
public offering and the TCA acquisition may impede or delay closing
of either transaction; expected synergies and other financial
benefits of the acquisition of TCA may not be realized; integration
of TCA after the completion of the acquisition may not occur as
anticipated; regulatory risks associated with the transaction may
arise and the regulatory treatment of the offered securities or
preferred stock may change; unanticipated restructuring costs may
be incurred or undisclosed liabilities assumed; and attempts to
retain key personnel and customers may not succeed; along with
other risks and uncertainties. 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.
© 2017 E*TRADE Financial Corporation. All rights reserved.
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