NEW YORK, Nov. 4 /PRNewswire-FirstCall/ -- E*TRADE FINANCIAL Corporation
(NYSE: ET) ("E*TRADE FINANCIAL" or the "Company") announced today that it
plans, subject to market and other conditions, to make concurrent public
offerings of its common stock, senior notes and equity units to finance the
previously announced acquisition of BrownCo. The offerings will consist of
approximately $700 million of common stock, which common stock will be offered
in connection with the forward sale agreements described below, $450 million
of equity units and $250 million of senior notes due 2015. Morgan Stanley &
Co. Incorporated and J.P. Morgan Securities Inc. are acting as joint
book-running managers for these offerings.
The offerings will be made under the Company's existing shelf registration
statement filed with the Securities and Exchange Commission. In connection
with the offering of common stock, the Company will enter into forward sale
agreements with affiliates of Morgan Stanley & Co. Incorporated and J.P.
Morgan Securities Inc., which we refer to as the forward purchasers. The
forward purchasers (or their respective affiliates) will borrow and sell
shares of the Company's common stock to the underwriters. The forward sale
agreements provide for settlement on a settlement date or dates to be
specified by the Company at the public offering price less the underwriting
discount (subject to adjustment). The settlement of the forward sale
agreements is expected to occur in conjunction with the closing of the
Company's acquisition of BrownCo, but in no event later than twelve months
following the date of the common stock offering. Subject to certain
exceptions, the Company has the right to elect physical, cash or net stock
settlement of the forward sale agreements. The forward purchasers have
granted to the underwriters of the common stock offering an option to purchase
up to approximately $70 million of additional common stock, exercisable solely
to cover over-allotments.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the securities described herein, nor shall there be any sale of
these securities in any jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering of these securities
will be made only by means of a prospectus and related prospectus supplements.
When available, copies of the prospectus and related prospective supplements
may be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department,
1585 Broadway, New York, NY 10036 and J.P. Morgan Securities Inc., Addressing
Department, One Chase Manhattan Plaza, Floor 5B, New York, NY 10081.
Important Notice
E*TRADE FINANCIAL and the E*TRADE FINANCIAL logo are registered trademarks
or trademarks of E*TRADE FINANCIAL Corporation. The statements contained in
this news release that are forward-looking are based on current expectations
that are subject to a number of uncertainties and risks, and actual results
may differ materially. The uncertainties and risks include, but are not
limited to, changes in market activity, anticipated increases in the rate of
new customer acquisition, the conversion of new visitors to the site to
customers, the activity of customers and assets held at the institution,
seasonality, the development and enhancement of products and services,
competitive pressures (including price competition), system failures, economic
and political conditions, changes in consumer behavior and the introduction of
competing products having technological and/or other advantages. Further
information about these risks and uncertainties can be found in the
information included in the annual reports previously filed by E*TRADE Group,
Inc. or E*TRADE FINANCIAL Corporation with the SEC on Form 10-K (including
information under the caption "Risk Factors") and quarterly reports on Form
10-Q.
E*TRADE FINANCIAL Media Contact
Pam Erickson
E*TRADE FINANCIAL Corporation
617-296-6080
pam.erickson@etrade.com
E*TRADE FINANCIAL Investor Relations Contact
Adam Townsend
E*TRADE FINANCIAL Corporation
703-236-8719
adam.townsend@etrade.com
SOURCE E*TRADE FINANCIAL Corporation
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Related links:
http://www.etrade.com
CONTACT:
media, Pam Erickson, +1-617-296-6080, or
pam.erickson@etrade.com, or investors, Adam Townsend,
+1-703-236-8719, or adam.townsend@etrade.com, both of E*TRADE
FINANCIAL Corporation
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