EFTA02452971.pdf

From: jeffrey E. <[email protected]> Sent: Tuesday, August 16, 2016 4:50 PM To: Richard Kahn Subject: Re: New Issue E•TRADE Financial Preferred yes On Tue, Aug 16, 2016 at 10:49 AM, Richard Kahn < <mailto >> wrote: please advise if revised guidance is okandrew also believes that based on demand we will not be able to get ful= 5mm thank you Richard Kahn HBRK Associates Inc. Begin forwarded message: <=iv style="margin-top:0px;margin-right:0px;margin-bottom:0px;margin =div style="margin-top:0px;margin-right:0px;margin-bottom:0px;margin-left=0px">Subject: RE:=New Issue E•TRADE Financial Preferred Date: August 16, 2016 at 12:41:=6 PM EDT To: <=span>"'llichard Kahn'" =/span> Revised guidance 5.875 - 6% Still good for 5mm? EFTA_R1_01553624 EFTA02452971  Andrew S. Atlas First Vice President Equity Sales/Middle Markets Group Financial Advisor Morgan Stanley Wealth Management NMLS ID: Original Message From: Richard Kahn I <mailto >1 Sent: Tuesday, August 16, 2016 10:27 AM Eastern Standard Time To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue E•TRADE Financial Preferred please put in for 5,000,000 thank you Richard Kahn HBRK Associates Inc. On Aug 16, 2016, at 10:03 AM, Atlas, Andrew S < » wrote: Morning Rich, =/span> Morgan Stanley pricing a ETFC=new issue $1000 Par Preferred Price Whisper: 6.25% — 6.375%=/p> Details:=/span> 2 EFTA_R1_01553625 EFTA02452972  ANNOUNCED: E*TRADE Financial Prefer=ed ISSUER: =C24> E'TRADE Financial Corporation ("ETFC"]</=pan> ISSUER RATINGS: 4,=A0 Baa3 / BBB- (Stable / Stable) EXPECTED SECURITY RATINGS:=Ba3 / BB- SECURITY DESCRIPTION:Q=A0 =C2* Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Ser=es A, $0.01 par value, with a liquidation preference of $1,000 per shareq=pan> FOR=AT: 41>=A0 SEC Registered =p class="MsoNormal">SIZE: 4,=A0 $400mm (will not =row) OFFER PRICE: $100= / preferred share MATURITY: =C24). Perpetual </=iv> PAR CALL DATE: 4)=A0 On any dividend payment date on or after 9/15/2026</=> DIVIDENDS:=C24, Payable =t a fixed rate of [ I% from the original issue date to September 15, 2026;=and thereafter payable at a floating rate of Three-month LIBOR plus [ ] %<=span> DI= PAYMENT DATES: Semi-annually on March 15 and September =5, beginning March 15, 2017 and ending September 15, 2026, and thereafter =uarterly on December 15, March 15, June 15 and September 15 3 EFTA_R1_01553626 EFTA02452973  REGULATORY CALL:=C2. At par any time within 90 days following a R=gulatory Capital Treatment Event (see red) LIQUIDATION RIGHTS: L=quidation preference of $1,000 per share plus any declared and unpaid divi=ends, without accumulation of any undeclared dividends VOTING RIGHTS: =C240 None, except with respect to certain c=anges in the terms of Series A Preferred Stock and in the case of certain =ividend non-payments LISTING: 4>=A0 Not Listed DRD/QDI ELIGIBLE: Yes USE OF PROCEEDS: To fina=ce acquisition of Aperture, the ultimate parent company of OptionsHouse. 1= the acquisition of Aperture is not consummated, net proceeds will be for =eneral corporate purposes. Let me know if you have any questions. =div> Best,=/p> Andrew <=r> Andrew S. =tlas Equity Sales/Middle Markets Group Financia= Advisor Morgan Stanley=Wealth Management 4 EFTA_R1_01553627 EFTA02452974  1290 Avenue of the Americas, 12th Flo=r I New York, NY 10104 Tel/Direct: +1 212 705 4521<tel:%281%2021=%20705%204521> <tel:%2B1%20212%20705%204592> [email protected] <mailto:[email protected]> NMLS ID # 41>=A0 NOTICE: Mor=an Stanley is not acting as a municipal advisor and the opinions or views =ontained herein are not intended to be, and do not constitute, advice with=n the meaning of Section 975 of the Dodd- Frank Wall Street Reform and Consumer Protection Act. If y=u 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 u=der applicable law, to monitor electronic communications. This message is =ubject to terms available at the following link: http=//www.morganstanley.com/disclaimers <http://www.morganstanley.com/disclaimers> If you cannot access th=se links, please notify us by reply message and we will send the contents =o you. By communicating with Morgan Stanley you consent to the foregoing and to the voice recording of conversations with personne= of Morgan Stanley. <ETFC - Prelim Prosupp.pdf> NOTICE:=20 Morgan Stanley is not acting as a municipal advisor and the opinions or vie=s contained herein are not intended to be, and do not constitute, advice with=n the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consume= Protection Act. If you have received this communication in error, please de=troy all electronic and paper copies and notify the sender immediately. Mistransmission is not intended to waive confidentiality or privilege. Morg=n Stanley reserves the right, to the extent permitted under applicable law, t= monitor electronic communications. This message is subject to terms availab=e at the following link: http://www.morganstanley.com/disclaimers <http://www.morganstanley.com/disclaimers> If =ou cannot access these links, please notify us by reply message and we will send the=20 contents to you. By communicating with Morgan Stanley you consent to the foregoing and to the voice recording of conversations with personnel of Mor=an Stanley. 5 EFTA_R1_01553828 EFTA02452975  </=iv> plea=e note The information contained in this communication is confi=ential, may be attorney-client privileged, may constitute inside inform=tion, and is intended only for the use of the addressee. It is the prop=rty of JEE Unauthorized use, disclosure or copying of this commun=cation or any part thereof is strictly prohibited and may be unlawful. =f you have received this communication in error, please notify us immed=ately by return e-mail or by e-mail to [email protected] <mailtojeevacation@gm=il.com> , and destroy this c=mmunication and all copies thereof, including all attachments. copyrigh= -all rights reserved 6 EFTA_R1_01553629 EFTA02452976