EFTA00714076.pdf

From: Richard Kahn To: "Jeffrey E." <jeevacation(gmail.com> Subject: Fwd: New Issue E*TRADE Financial Preferred Date: Tue, 16 Aug 2016 14:26:55 +0000 Attachments: ETFC - Prelim Prosupp.pdf just saw your email i will put in for 5mm with morgan stanley in STC account thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel - fax cell Begin forwarded message: From: "Atlas, Andrew S" Subject: New Issue E*TRADE Financial Preferred Date: August 16, 2016 at 10:03:01 AM EDT To: "Richard Kahn ( )" < Morning Rich, Morgan Stanley pricing a ETFC new issue $1000 Par Preferred Price Whisper: 6.25% — 6.375% Details: ANNOUNCED: E*TRADE Financial Preferred ISSUER: E*TRADE Financial Corporation ["ETFC") ISSUER RATINGS: Baa3 / BBB- (Stable / Stable) EXPECTED SECURITY RATINGS: Ba3 / BB- SECURITY DESCRIPTION: Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share FORMAT: SEC Registered SIZE: $400mm (will not grow) OFFER PRICE: $1000 / preferred share MATURITY: Perpetual EFTA00714076 PAR CALL DATE: On any dividend payment date on or after 9/15/2026 DIVIDENDS: Payable at a fixed rate of [ ]% from the original issue date to September 15, 2026; and thereafter payable at a floating rate of Three-month LIBOR plus []% DIV PAYMENT DATES: Semi-annually on March 15 and September 15, beginning March 15, 2017 and ending September 15, 2026, and thereafter quarterly on December 15, March 15, June 15 and September 15 REGULATORY CALL: At par any time within 90 days following a Regulatory Capital Treatment Event (see red) LIQUIDATION RIGHTS: Liquidation preference of $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends VOTING RIGHTS: None, except with respect to certain changes in the terms of Series A Preferred Stock and in the case of certain dividend non-payments LISTING: Not Listed DRD/QDI ELIGIBLE: Yes USE OF PROCEEDS: To finance acquisition of Aperture, the ultimate parent company of OptionsHouse. If the acquisition of Aperture is not consummated, net proceeds will be for general corporate purposes. Let me know if you have any questions. Best, Andrew Andrew S. Atlas First Vice President Equity Sales/Middle Markets Group Financial Advisor Morgan Stanley Wealth Management 1290 Avenue of the Americas, 12th Floor I New York, NY 10104 Tel/Direet: Fax: I NMIS IDN 1326736 NOTICE: Morgan Stanley is not acting as a municipal advisor and the opinions or views contained herein are not intended to be. and do not constitute. advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. If you have received this communication in error. please destroy all electronic and paper copies and notify the sender immediately. Mistransmission is not intended to waive confidentiality or privilege. Morgan Stanley reserves the right. to the extent permitted under applicable law, to monitor electronic communications. This message is subject to terms available at the following link: http://www.morganstanley.cornidisclaimers If you cannot access these links. please notify us by reply message and we will send the contents to you. By communicating with Morgan Stanley you consent to the foregoing and to the voice recording of conversations with personnel of Morgan Stanley. EFTA00714077