Fwd: New Issue E*TRADE Financial Preferred

ANNOUNCED: E*TRADE Financial =referred

ISSUER: = E*TRADE Financial Corporation =“ETFC”]
ISSUER RATINGS: =aa3 / BBB- (Stable / Stable)
EXPECTED
SECURITY RATINGS: Ba3 / BB-

SECURITY =ESCRIPTION: &n=sp; Fixed-to-Floating Rate Non-Cumulative Perpetual =referred Stock, Series A, $0.01 par value, with a liquidation =reference of $1,000 per share

FORMAT: = SEC Registered SIZE: &=bsp; $400mm (will not =row) OFFER =RICE: $1000 =referred share MATURITY: &nb=p; Perpetual PAR CALL =ATE: On any dividend payment =ate on or after 9/15/2026

DIVIDENDS: &n=sp; Payable at a fixed rate of [ )% from the original =ssue date to September 15, 2026; and thereafter payable at a floating =ate of Three-month LIBOR plus [ %

DIV PAYMENT DATES: Semi-annually =n March 15 and September 15, beginning March 15, 2017 and ending =eptember 15, 2026, and thereafter quarterly on December 15, March 15, =une 15 and September 15

REGULATORY CALL: At =ar any time within 90 days following a Regulatory Capital

Treatment =vent (see red)

LIQUIDATION =IGHTS: Liquidation preference of $1,000 per share plus any =eclared and unpaid dividends, without accumulation of any undeclared =ividends

VOTING =IGHTS: None, except with =espect to certain changes in the terms of Series A Preferred Stock and =n the case of certain dividend non-payments

LISTING: Sinbs=; Not Listed

DRD/QDI ELIGIBLE: Yes

USE OF =ROCEEDS: To finance acquisition of =perture, the ultimate parent company of OptionsHouse. If the =cquisition of Aperture is not consummated, net proceeds will be for =eneral 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 | New York, NY 10104
Tel/Direct:
Fax:
Email:
NMLS ID # =326736

Morning Rich,

Morgan Stanley pricing a ETFC new issue $1000 Par =referred Price Whisper: 6.25%-

6.375%

5

EFTA_R1_01555763
EFTA02454170

did you get an allocation and final pricing yet?

please advise

thanks

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel ███████████
fax ███████████
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Ok. Ill be back

Andrew S. Atlas

First Vice President

Equity Sales/Middle Markets Group

Financial Advisor

Morgan Stanley Wealth Management

1290 Avenue of the =mericas, 12th Floor I New York, =Y 10104

Tel/Direct:

Fax:

4

EFTA_R1_01555762
EFTA02454169

NMLS ID # =326736

No content available.

Still waiting on final pricing and =llocation.

Should hear =hortly.

Andrew S. Atlas

First Vice President

Equity Sales/Middle Markets Group

Financial Advisor

Morgan Stanley Wealth Management

• Organization: Morgan Stanley Wealth Management
• NMLS ID (as shown): NMLS ID # =326736
• Address (as shown): 1290 Avenue of the =mericas, 12th Floor | New York, =Y 10104
• Corrected address: 1290 Avenue of the Americas, 12th Floor, New York, NY 10104
• Contact fields visible: "Tel/Direct:" and "Fax:" — corresponding values are redacted (black bars)

NMLS ID # =326736

ok

thanks

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor

New York, NY 10022
tel
fax
cel

Hi Rich,

E*Trade Preferred priced =t 5.875%

Southern Trust Company was allocated 500m bonds, =othing done on 4.5mm

There was a lot of =nterest in the offering. If you would like, I'll get an =ffering in the secondary market to see where Southern Trust can =urchase the balance.

Touch base tomorrow.

Thanks again,

Andrew

Andrew S. Atlas

First Vice President

Equity Sales/Middle Markets Group

Financial Advisor

Morgan Stanley Wealth Management

1290 Avenue of the =mericas, 12th Floor I New York, =Y 10104

Tel/Direct:

Fax:

NMLS ID # =326736

a terrible allocation - only received 500,000 of our =,000,000 order

Richard Kahn
HBRK Associates Inc.
575 Lexington =venue 4th Floor
New York, NY 10022
tel ███████████
fax ███████████
cell ███████████