UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
Date of report: March
2, 2015
(Date
of earliest event reported)
E*TRADE
Financial Corporation
(Exact name of registrant as
specified in charter)
Delaware
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1-11921
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94-2844166
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(State or other jurisdiction
of incorporation or organization)
|
(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1271 Avenue of the Americas, 14th Floor, New York, New York 10020
(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 7.01 Regulation FD Disclosure
On March 2, 2015 the Company announced a proposed public offering of
$460 million in aggregate principal amount of Senior Notes. A copy of
the Company’s press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
The Company also announced that its subsidiary, E*TRADE Bank, has
received regulatory approval for, and completed the distribution of, a
$75 million dividend to the Company in February 2015.
Investors should note that the Company announces material financial
information in SEC filings, press releases and public conference calls.
Based on guidance from the SEC, the Company may also use the Investor
Relations section of its corporate website, about.etrade.com, to
communicate with investors about the Company. It is possible that the
financial and other information posted there could be deemed to be
material information. The information on the Company’s corporate website
is not part of this document.
The information appearing in this Item 7.01 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange act of 1934, or
otherwise subject to the liabilities of that section.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS
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(d)
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Exhibits
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99.1 Proposed public offering of Senior Notes, dated March 2,
2015
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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.
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E*TRADE FINANCIAL CORPORATION
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|
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Dated: March 2, 2015
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By:
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/s/ Karl A. Roessner
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Name: Karl A. Roessner
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Title: Corporate Secretary
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Exhibit 99.1
E*TRADE
Financial Corporation Announces Reduction of Corporate Debt and Public
Offering of New Senior Notes
Company
also increases revolving credit facility by $50 million to $250 million
NEW YORK--(BUSINESS WIRE)--March 2, 2015--E*TRADE Financial Corporation
(NASDAQ:ETFC) today announced plans to reduce its corporate debt
outstanding by $340 million, while simultaneously effecting a refinance
of existing notes. Specifically, the proposed transaction involves usage
of $432 million of corporate cash, along with $460 million from the
issuance of new notes, to redeem existing debt and pay the associated
redemption premiums, accrued and unpaid interest, and related fees and
expenses. In addition, the Company has increased its revolving credit
facility by $50 million to $250 million, which remains undrawn,
enhancing its liquidity position.
Subject to market and other considerations, E*TRADE plans to offer $460
million in aggregate principal amount of Senior Notes due 2023 in a
public offering. Actual terms of the notes, including the interest rate,
principal amount, and redemption provisions, will depend on market
conditions at the time of pricing.
E*TRADE will use the net proceeds from this offering, along with $432
million of existing corporate cash, to redeem all of the outstanding
$800 million aggregate principal amount of its 6.375% Senior Notes due
2019 (“2019 Notes”) pursuant to the make-whole call, and to pay the
associated redemption premiums, accrued and unpaid interest, and related
fees and expenses. This press release does not constitute a notice of
redemption with respect to the 2019 Notes.
E*TRADE also announced that it has increased the amount of its
three-year senior secured revolving credit facility from $200 million to
$250 million. The credit facility is secured by first priority pledges
of the equity interests of certain of E*TRADE’s domestic subsidiaries
and pledges of certain intercompany indebtedness.
Morgan Stanley, J.P. Morgan, and Goldman, Sachs & Co. are serving as
joint book-running managers for the offering. Credit Suisse and Wells
Fargo Securities are serving as co-managers.
E*TRADE has filed an effective registration statement (including a
preliminary prospectus supplement and accompanying base prospectus) with
the Securities and Exchange Commission (SEC) for the offering to which
this communication relates. Before you invest, you should read the
effective registration statement (including the preliminary prospectus
supplement and accompanying base prospectus) for more complete
information about E*TRADE and this offering. You may obtain these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies may be obtained from Morgan Stanley & Co. LLC, at
180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Department, by telephone at (866) 718-1649 or by emailing prospectus@morganstanley.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the notes or any other
securities, nor will there be any sale of the notes or any other
securities in any state or jurisdiction in which such an offer,
solicitation or sale is not permitted.
About E*TRADE Financial
E*TRADE Financial and its subsidiaries provide financial services
including online brokerage and related banking products and services to
retail investors. Specific business segments include Trading and
Investing and Balance Sheet Management. 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 and affiliates. ETFC-G
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 press release that are forward looking,
including statements relating to E*TRADE’s expectations regarding the
completion, timing and size of the proposed public offering and the
related planned redemption are “forward-looking statements” within the
meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995, and are subject to a number of
uncertainties and risks. Actual results may differ materially from those
indicated in the forward-looking statements. The uncertainties and risks
include, but are not limited to, uncertainties and risks related to
market conditions, E*TRADE’s ability to borrow under the senior secured
revolving credit facility and the satisfaction of customary closing
conditions related to the public offering. There can be no assurance
that the public offering will be completed on the anticipated terms, or
at all. Further information about these risks and uncertainties can be
found 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 Securities and Exchange Commission (including information in
these reports under the caption “Risk Factors”) and the risk factors and
other statements included in the prospectus supplement relating to this
offering and the accompanying prospectus (including the documents
incorporated by reference therein). 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.
© 2015 E*TRADE Financial Corporation. All rights reserved.
CONTACT:
E*TRADE Media Relations
Thayer Fox,
646-521-4418
thayer.fox@etrade.com
or
E*TRADE
Investor Relations
Brett Goodman, 646-521-4406
brett.goodman@etrade.com
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