-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JuxDaTyJSHmWWleubYCQgfoSAjABXFO+PJW1aw8FkIYEKNz4WIUzyzh9ViNEVrVM JCf/9/GGSNElQmqm6cmvAA== 0000950103-09-001474.txt : 20090623 0000950103-09-001474.hdr.sgml : 20090623 20090623150332 ACCESSION NUMBER: 0000950103-09-001474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090623 DATE AS OF CHANGE: 20090623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E TRADE FINANCIAL CORP CENTRAL INDEX KEY: 0001015780 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 942844166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11921 FILM NUMBER: 09905337 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6503316000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: E TRADE GROUP INC DATE OF NAME CHANGE: 19960531 8-K 1 dp13877_8k.htm FORM 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
________________
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report: June 22, 2009
(Date of earliest event reported)
 
E*TRADE Financial Corporation
(Exact name of Registrant as Specified in its Charter)
 
Delaware
1-11921
94-2844166
(State or other jurisdiction
of incorporation or organization)
(Commission File Number)
 
(I.R.S. Employer
Identification Number)

135 East 57th Street, New York, New York 10022
(Address of Principal Executive Offices and Zip Code)
 
(646) 521-4300
(Registrant’s Telephone Number, including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




 

Item 1.01.
Entry into a Material Definitive Agreement.
 
On June 22, 2009, E*TRADE Financial Corporation (the “Company”) and Citadel Equity Fund Ltd. (“CEFL”), entered into Amendment No. 1 (the “Amendment”) to the Exchange Agreement, dated as of June 17, 2009 (the “Exchange Agreement”), between the Company and CEFL.  The Amendment, among other things, provides that if the Company has received the requisite consents with respect to a series of Notes (as herein defined), and the Exchange Offer (as herein defined) has not been consummated on or prior to October 31, 2009 or the Exchange Agreement has been earlier terminated in accordance with its terms, the Company shall nonetheless pay to each holder of validly tendered Notes in the Exchange Offer, including CEFL, the Consent Fee (as herein defined).  The Amendment also provides that the Company will commence its Exchange Offer on June 22, 2009, that the Early Tender Period (as herein defined) will expire at midnight, New York City time on July 1, 2009 and that the Company will announce preliminary results of the Early Tender Period at approximately 6:00 p.m. New York City time on July 1, 2009.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
 

 
Item 8.01.
Other Events.
 
The Company today announced the launch of its debt exchange offer for certain of its outstanding high-yield notes (the “Exchange Offer”), on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation, dated June 22, 2009 (the “Offering Memorandum”), and the related letter of transmittal (the “Letter of Transmittal”).  Pursuant to the Exchange Offer, the Company is offering to exchange more than $1 billion of newly-issued zero coupon Convertible Debentures due 2019 (the “Debentures”) for all of its 8% Senior Notes due 2011 (the “2011 Notes”) and a portion of its 12.5% Springing Lien Notes due 2017 (the “2017 Notes”, and together with the 2011 Notes, the “Notes”).  The Debentures issued in the Exchange Offer will be designated as either Class A Debentures or Class B Debentures and will be identical except for the initial conversion price.  Affiliates of Citadel Investment Group L.L.C. (“Citadel”), the Company’s largest stock and bond holder, have agreed to participate in the Exchange Offer.

Holders of the Notes that have tendered and not validly withdrawn their notes by midnight, New York City time, on July 1, 2009, will receive Class A Debentures having a conversion price of $1.0340 per share, and holders that tender their notes after such time and before the expiration of the Exchange Offer, will receive Class B Debentures having a conversion price of $1.5510 per share.  The Exchange Offer will expire at midnight, New York City time, on the date of the vote at the special shareholder meeting the Company will call to approve the issuance of the exchange consideration in the Exchange Offer under applicable NASDAQ Marketplace Rules, the issuance of up to 365 million shares of common stock in additional debt exchange offers and to increase the authorized shares of Company common stock, among other things (the “Special Meeting”), which is expected to occur in mid-August.

In connection with the Exchange Offer, the Company will solicit consents to amendments and waivers of certain provisions of the indentures governing the Notes during the period ending at midnight, New York City time, on July 1, 2009 (the “Early Tender Period”), unless extended.  If the required consents are obtained, the Company will pay to holders that deliver a consent during the Early Tender Period, but do not tender the related Notes, a consent fee of $5.00 per $1,000 principal amount of Notes to which such consent relates (the “Consent Fee”).  Holders tendering their Notes during the Early Tender Period will be automatically deemed to have delivered consent to each such amendment and waiver and to have waived any Consent Fee, in each case, as to their tendered Notes.  Approval of the amendments requires, in each case, consent of a majority of the outstanding series of Notes, both including and excluding Notes held by Citadel.  Citadel has agreed to tender Notes or provide consent as necessary to ensure that consents with respect to a majority of the aggregate principal amount outstanding of each of the 2011 Notes and 2017 Notes are delivered by the end of the Early Tender Period, and has waived its right to a Consent Fee with respect to any and all such Notes unless the Exchange Offer is not consummated.


 
 
The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and the Letter of Transmittal that are being sent to holders of the Notes.  The Company’s ability to execute the Exchange Offer requires, among other things, shareholder approval at the Special Meeting.  In addition to approval by shareholders, the extent of Citadel’s participation in the Exchange Offer is subject to approval from the Company’s primary federal banking regulator, the Office of Thrift Supervision.

Further information regarding the Exchange Offer may be found in the Company’s Current Reports on Form 8-K filed on June 17, 2009 and June 19, 2009, the press release announcing the launch of the Exchange Offer attached hereto as Exhibit 99.1 and incorporated by reference herein and the Company’s Form T-3 Application for Qualification of Indentures under the Trust Indenture Act of 1939 filed on June 22, 2009.
 

 


 
Item 9.01.
Financial Statements and Exhibits.
 
(d)                 Exhibits.
 
Exhibit No.
 
Description
     
10.1
 
Amendment No. 1 to Exchange Agreement dated June 22, 2009 between E*TRADE Financial Corporation and Citadel Equity Fund Ltd.
     
99.1
 
Press release dated June 22, 2009
 

 

 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
E*TRADE FINANCIAL CORPORATION
 
       
       
Date:
June 22, 2009
 
By:
/s/ Karl A. Roessner
 
       
Name:
Karl A. Roessner
 
       
Title:
Corporate Secretary
 

 

 
 
EXHIBIT INDEX

Exhibit No.
 
Description
     
10.1
 
Amendment No. 1 to Exchange Agreement dated June 22, 2009 between E*TRADE Financial Corporation and Citadel Equity Fund Ltd.
     
99.1
 
Press release dated June 22, 2009

 
 

 

EX-10.1 2 dp13877_ex1001.htm EXHIBIT 10.1
Exhibit 10.1
 
 
AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
 
This AMENDMENT NO. 1, dated as of June 22, 2009 (this “Amendment”), between E*TRADE Financial Corporation, a Delaware corporation (the “Company”), and Citadel Equity Fund Ltd., a Cayman Islands company (together with any of its permitted assignees pursuant to the Exchange Agreement, “CEFL”) amends that certain Exchange Agreement, dated as of June 17, 2009 (the “Exchange Agreement”), between the Company and CEFL.
 
RECITALS
 
WHEREAS, the Company and CEFL are parties to the Exchange Agreement; and
 
WHEREAS, Section 6.8 of the Exchange Agreement provides that the Exchange Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the Company and CEFL executed in the same manner as the Exchange Agreement.
 
NOW, THEREFORE, in consideration of the premises and agreements set forth herein and in the Exchange Agreement, the parties agree as follows:
 
ARTICLE I
 
AMENDMENTS
 
1.1 Offer Document; Exhibit B.   CEFL and the Company hereby agree that the Offer to Exchange attached as Exhibit B to this Amendment shall be the Offer Document as defined in the Exchange Agreement.
 
1.2 Amendment to Section 1.1.  The following definition is added to Section 1.1 after the definition of “Exchange Offer”:
 
““Failed Exchange Offer Consent Fee” shall have the meaning set forth in Section 4.10(c).”
 
1.3 Amendment to Section 4.10(a).  The first sentence of Section 4.10(a) of the Exchange Agreement is hereby amended and restated in its entirety as follows:
 
“The Company shall commence the Exchange Offer on June 22, 2009.”
 
1.4 Amendment to Section 4.10(b).  The first and second sentences of Section 4.10(b) of the Exchange Agreement are hereby amended and restated in their entirety and a new third sentence is added as follows:
 
“The Early Tender Period shall expire at 12:00 midnight New York City time on July 1, 2009, or such later date as set by the Company with CEFL’s prior written consent (the “Early
 

 
Tender Period”).  At or around 6:00 p.m. New York City time on the day the Early Tender Period expires, the Company shall make a preliminary public announcement of the aggregate principal amount of 2011 Notes and Springing Lien Notes tendered, and not withdrawn, during the Early Tender Period up to the time of such announcement.  Following such announcement, the Company shall, if requested by any holder tendering 2011 Notes and/or Springing Lien Notes or delivering notices of guaranteed delivery in respect thereof after such announcement and prior to the expiration of the Early Tender Period, promptly confirm receipt of such tenders or notices, as applicable, to such holder.”
 
1.5 Amendment to Section 4.10(c).  Section 4.10(c) of the Exchange Agreement is hereby amended and restated in its entirety as follows:
 
“The Company shall use its reasonable best efforts to solicit and obtain valid and binding consents from (i) all holders of Springing Lien Notes approving the Company’s proposals to (x) amend the definition of “Change of Control” in the indenture governing the Springing Lien Notes to make clause (1) of such definition consistent with the analogous provision in the indentures relating to the 2011 Notes and the Company’s 7.375% Senior Notes due 2013 and 7.875% Notes due 2015; provided, that if the Company does not receive such consent, the amount of Springing Lien Notes that may be exchanged by CEFL in the Exchange Offer shall be limited as set forth in the Offer Document such that, following the Closing, CEFL and its Affiliates shall not own more than 49.9% of the fully diluted Common Stock of the Company (assuming full conversion of all Convertible Debentures held by CEFL and its Affiliates whether or not such Convertible Debentures can be converted pursuant to their terms) and (y) amend the “Limitation of Restricted Payments” covenant in the in the indenture governing the Springing Lien Notes to exempt any payment of dividends on any preferred stock issued to the United States Treasury, or any redemption or repurchase of any preferred stock or any warrants issued to the United States Treasury with the proceeds of certain qualifying issuances of capital stock, in each case, pursuant to a CPP Transaction and (ii) all holders of 2011 Notes approving the Company’s proposal to amend the “Limitation of Restricted Payments” covenant in the indenture governing the 2011 Notes to exempt any payment of dividends on any preferred stock issued to the United States Treasury, or any redemption or repurchase of any preferred stock or any warrants issued to the United States Treasury with the proceeds of certain qualifying issuances of capital stock, in each case, pursuant to a CPP Transaction.  The Company shall pay, in accordance with the terms and conditions set forth in the Offer Document, to each holder of 2011 Notes and/or Springing Lien Notes who validly delivers and does not revoke a consent to the amendments contemplated by this Section 4.10(c) prior to the expiration of the Early Tender Period, a cash payment equal to $5.00 for each $1,000 in principal amount of 2011 Notes or Springing Lien Notes in respect of which such consent has been validly delivered (the “Consent Fee”); provided, however, all holders who tender Springing Lien Notes and 2011 Notes in the Exchange Offer shall be deemed to have consented to the amendments contemplated by this Section 4.10(c) and to have waived the Consent Fee with respect to all 2011 Notes and Springing Lien Notes tendered by such holders in the Exchange Offer; and provided, further, that if (i) the Company has paid the Consent Fee in respect of which consents have been delivered and (ii) the Exchange Offer has not been consummated on prior to October 31, 2009 or this Agreement has been earlier terminated in accordance with its terms, then the Company shall pay to each holder of 2011 Notes and/or Springing
 
2

 
Lien Notes that validly tendered 2011 Notes and/or Springing Lien Notes in the Exchange Offer (including, for the avoidance of doubt, CEFL) an amount in cash equal to the Consent Fee for each $1,000 in principal amount of 2011 Notes or Springing Lien Notes that have been validly tendered by such holder in the Exchange Offer, notwithstanding that tendered 2011 Notes and Springing Lien Notes have not been accepted by the Company in the Exchange Offer by reason of the failure of the Exchange Offer to be consummated (the “Failed Exchange Offer Consent Fee”).  Unless this Agreement has been terminated pursuant to Section 5.1, CEFL hereby agrees that it shall affirmatively consent by tendering the CEFL Exchanged Notes held by it, and cause each of its respective Affiliates who are holders of 2011 Notes or Springing Lien Notes to consent by tendering the CEFL Exchanged Notes held by it, to the amendments contemplated by this Section 4.10(c).  CEFL hereby agrees to waive the Consent Fee with respect to its 2011 Notes and Springing Lien Notes, whether or not such Notes are tendered in the Exchange Offer; provided, however, that CEFL shall receive the Failed Exchange Offer Consent Fee if such fee is payable.  Unless this agreement has been terminated pursuant to Section 5.1, CEFL hereby agrees that it shall, and shall cause its Affiliates who are holders of 2011 Notes or Springing Lien Notes to, affirmatively consent to the amendments contemplated by this Section 4.10(c) by submitting consents in respect of all 2011 Notes and Springing Lien Notes such that CEFL shall have ensured that more than 50% of the 2011 Notes and the Springing Lien Notes have submitted consents.  At such time as CEFL shall have satisfied its obligations with respect to the consents contemplated by this Section 4.10(c), CEFL shall be permitted to freely transfer, sell or assign any Springing Lien Notes not tendered.”
 
ARTICLE II
 
MISCELLANEOUS
 
2.1 Effect of Amendment.  Except as expressly set forth herein, the Exchange Agreement shall not by implication or otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect, as amended hereby.  This Amendment shall be construed in accordance with and as a part of the Exchange Agreement, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Exchange Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed.  To the extent that there is a conflict between the terms and provisions of the Exchange Agreement and this Amendment, the terms and provisions of this Amendment shall govern for purposes of the subject matter of this Amendment only.
 
2.2 Waiver of Notice.  The Company and CEFL hereby waive any notice requirement with respect to each other under the Exchange Agreement, if any, pertaining to the matters covered by this Amendment.
 
2.3 Counterparts and Facsimile.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document.  Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.
 
3

 
2.4 Governing Law.  This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of New York.
 
2.5 Headings.  The headings of Articles and Sections contained in this Amendment are for reference purposes only and are not part of this Amendment.
 
2.6 Severability.  If any provision of this Amendment is determined to be invalid, illegal or unenforceable, the remaining provisions of this Amendment shall remain in full force and effect; provided that the economic and legal substance of any of the Transactions is not affected in any manner materially adverse to any party.  In the event of any such determination, the parties agree to negotiate in good faith to modify this Amendment to fulfill as closely as possible the original intent and purpose hereof.  To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.
 
2.7 Definitions.  Capitalized terms used by not defined herein shall have the respective meanings ascribed to them in the Exchange Agreement.
 
*  *  *
 
4

 
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.
 

  E*TRADE FINANCIAL CORPORATION  
       
       
 
By:
/s/ Donald H. Layton  
    Name: Donald H. Layton  
    Title: Chairman and Chief Executive Officer  
       
 

  CITADEL EQUITY FUND LTD.  
     
  By:
Citadel Advisors LLC, its Portfolio Manager
 
     
       
 
By:
/s/ John Nagel  
    Name: John Nagel  
    Title: Authorized Signatory  
       
 
 
5


 
Exhibit B

Offer Document
 
 
 
 
 
 
 
 
 
 
 
 
 
 


EX-99.1 3 dp13877_ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE
 
E*TRADE FINANCIAL Media Relations Contact
 
Pam Erickson
617-296-6080
pam.erickson@etrade.com
 
E*TRADE FINANCIAL Investor Relations Contact
 
Brett Goodman
646-521-4406
brett.goodman@etrade.com
 
MacKenzie Partners, Inc., Exchange Agent
 
Jeanne Carr
212-929-5916
jcarr@mackenziepartners.com

E*TRADE FINANCIAL ANNOUNCES DEBT EXCHANGE OFFER AND CONSENT SOLICITATION

New York, NY, June 22, 2009 E*TRADE FINANCIAL Corporation (NASDAQ: ETFC) today announced the launch of its debt exchange offer for certain of its outstanding high-yield notes (the “Exchange Offer”), on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation dated June 22, 2009 (the “Offering Memorandum”) and the related letter of transmittal (the “Letter of Transmittal”).  The consummation of the Exchange Offer will be subject to certain conditions, including the closing of the Company’s previously announced registered public offering which priced on June 18, 2009, shareholder approval and regulatory approval.  Affiliates of Citadel Investment Group L.L.C. (“Citadel”), the Company’s largest stock and bond holder, have agreed to participate in the Exchange Offer.

The Company is offering to exchange more than $1 billion of newly-issued zero coupon Convertible Debentures due 2019 (the “Debentures”) for all of its 8% Senior Notes due 2011 (the “2011 Notes”) and a portion of its 12.5% Springing Lien Notes due 2017 (the “2017 Notes”, and together with the 2011 Notes, the “Notes”).  The Company is offering to exchange $1,000 principal amount of Debentures for every $1,000 principal amount of the Notes tendered in the Exchange Offer.  The Exchange Offer is designed to significantly reduce the Company’s debt service burden by eliminating interest costs relating to those debt securities that are exchanged and lengthening the weighted-average maturity of its debt securities.  The Debentures will have a maturity of 10 years and will be convertible into shares of common stock at an initial conversion price of $1.0340 per share for Class A Debentures and $1.5510 per share for Class B Debentures, which is 150% of the initial conversion price of the Class A Debentures.  The terms of the Class A Debentures and the Class B Debentures will be identical except for the initial conversion price.

Holders of the Notes that have tendered and not validly withdrawn their notes by midnight, New York City time, on July 1, 2009, will receive Class A Debentures and holders that tender their notes after such time and before the expiration of the Exchange Offer, will receive Class B Debentures.  The Exchange Offer will expire at midnight, New
 

 
York City time, on the date of the vote at the special shareholder meeting the Company will call to approve the issuance of the exchange consideration in the Exchange Offer under applicable NASDAQ Marketplace Rules, the issuance of up to 365 million shares of common stock in additional debt exchange offers and to increase the authorized shares of Company common stock, among other things (the “Special Meeting”), which is expected to occur in mid-August.

Citadel has agreed to tender an aggregate principal amount of at least $800 million face value of the Company’s long-term debt, including not less than $200 million face value of the 2011 Notes and not less than $600 million, nor more than $1 billion face value of the 2017 Notes, subject to reduction under certain circumstances.  The Company is offering to exchange all of its 2011 Notes and up to $310 million of its 2017 Notes not held by Citadel on the same terms.

In connection with the Exchange Offer, the Company will solicit consents to amendments and waivers of certain provisions of the indentures governing the Notes during the period ending at midnight, New York City time, on July 1, 2009 (the “Early Tender Period”), unless extended.  If the required consents are obtained, the Company will pay to holders that deliver a consent during the Early Tender Period, but do not tender the related Notes, a consent fee of $5.00 per $1,000 principal amount of Notes to which such consent relates.  Holders tendering their Notes during the Early Tender Period will be automatically deemed to have delivered consent to each such amendment and waiver, and to have waived any consent fee, in each case as to their tendered Notes.  Approval of the amendments requires, in each case, consent of a majority of the outstanding series of Notes, both including and excluding Notes held by Citadel.  Citadel has agreed to tender Notes or provide consent as necessary to ensure that consents with respect to a majority of the aggregate principal amount of each of the 2011 Notes and 2017 Notes are delivered by the end of the Early Tender Period, and has waived its right to a consent fee with respect to any and all such Notes unless the exchange offer is not consummated.

The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and the Letter of Transmittal that are being sent to holders of the Notes. Holders are urged to read the Offering Memorandum and the Letter of Transmittal carefully when they become available. The Company’s ability to execute the Exchange Offer requires, among other things, shareholder approval at the Special Meeting.  In addition to approval by shareholders, the extent of Citadel’s participation in the Exchange Offer is subject to approval from E*TRADE’s primary federal banking regulator, the Office of Thrift Supervision.

J.P. Morgan Securities Inc. has been retained as the Companys exclusive financial advisor in connection with the Exchange Offer.  The Company is paying customary fees for these services and has agreed to indemnify it for certain liabilities.  J.P. Morgan Securities Inc.s compensation for its advisory services with respect to the Exchange Offer is in no way contingent on the results or the success of the exchange offer or consent solicitation relating to any outstanding notes, and J. P. Morgan Securities Inc. has not been retained to, and will not, solicit acceptances of the Exchange Offer or consents to any outstanding notes or make any recommendations with respect thereto.


 
In connection with the Special Meeting, E*TRADE FINANCIAL Corporation will file a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) and expects to file and mail a definitive proxy statement to shareholders as soon as practicable.  Shareholders are advised to read the definitive proxy statement because it will contain important information about the proposals to be presented and voted upon.  Shareholders may also obtain a copy of the definitive proxy statement and any other relevant documents filed by E*TRADE FINANCIAL Corporation for free at the SEC web site at www.sec.gov.  The definitive proxy statement and other documents also may be obtained for free from E*TRADE FINANCIAL Corporation, Attn: Corporate Secretary, 135 East 57th Street, New York, New York, 10022.

E*TRADE FINANCIAL Corporation and its directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the Special Meeting.  Information concerning the interests of these persons, if any, in the matters to be voted upon is set forth in the proxy statement.

About E*TRADE FINANCIAL
The E*TRADE FINANCIAL family of companies provides financial services including trading, investing 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.

Forward-Looking Statements.  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.  Such statements include those relating to the ability of the Company to complete the public offering and the Exchange Offer, reduce debt service burden by eliminating interest costs and increase equity.  The uncertainties and risks include, but are not limited to, potential negative regulatory consequences resulting from actions by the OTS or other regulators, potential failure to obtain regulatory and shareholder approval for the Exchange Offer and related matters.  Additional uncertainties and risks affecting the business, financial condition, results of operations and prospects of the Company include, but are not limited to, potential changes in market activity, anticipated changes 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, macro trends of the economy in general and the residential real estate market, instability in the consumer credit markets and credit trends, rising mortgage interest rates, tighter mortgage lending guidelines across the industry, increased mortgage loan delinquency and default rates, portfolio growth, portfolio seasoning and resolution through collections, sales or charge-offs, the development and enhancement of products and services, competitive pressures (including price competition), system failures, economic and political conditions,
 

 
including changes to the U.S. Treasurys Troubled Asset Relief Program, 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 theRisk Factors” section of our preliminary prospectus supplement dated June 17, 2009 and in the information included or incorporated in 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 SEC (including information 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.

© 2009 E*TRADE FINANCIAL Corporation. All rights reserved.
 
 
 

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