EFTA01784340

From: Richard Kahn Sent: Tuesday, August 16, 2016 4:49 PM To: jeffrey E. Subject: Fwd: New Issue E*TRADE Financial Preferred please advise if revised guidance is ok andrew =lso believes that based on demand we will not be able to get full =mm thank you Richard Kahn HBRK Associates Inc. 575 Lexington =venue 4th Floor Ne tel fax cell Begin forwarded message: From: =/b>"Atlas, Andrew 5" Subject: qb>RE: New Issue =•TRADE Financial Preferred Date: =/b>August 16, 2016 at 12:41:16 PM =DT To: =/b>"'Richard Kahn" Revised guidance 5.875 - 6% Still good for 5mm? 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: EFTA_R1_00105589 EFTA01784340 NMLS ID: Original Messa e From: Richard Kah Sent: Tuesday, August 16, 2016 10:27 AM Eastern =tandard Time To: Atlas, Andrew S (Wealth Mgmt MS) =Subject: Re: New Issue E*TRADE Financial =referred please put in for 5,000,000 thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor Ne tel fax cell On Aug 16, 2016, at 10:03 AM, Atlas, Andrew S wrote: Morning Rich, Morgan Stanley pricing a =TFC new issue $1000 Par Preferred Price Whisper: 6.25% — =.375% Details: ANNOUNCED: E*TRADE =inancial Preferred ISSUER: &n=sp; E•TRADE Financial Corporation ="ETFC"J ISSUER RATINGS: Baa3 / =BB- (Stable / Stable) EXPECTED 2 EFTA_R1_00105590 EFTA01784341 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: &n=sp; SEC Registered SIZE: &nbs=; $400mm (will not =row) OFFER =RICE: $1000 =referred share MATURITY: =nbsp; Perpetual PAR CALL =ATE: On any dividend payment =ate on or after 9/15/2026 DIVIDENDS: = Payable at a fixed rate of 11% from the original issue =ate to September 15, 2026; and thereafter payable at a floating rate of =hree-month LIBOR plus j % DIV PAYMENT =ATES: Semi-annually on March 15 and September 15, =eginning March 15, 2017 and ending September 15, 2026, and thereafter =uarterly on December 15, March 15, June 15 and September =5 REGULATORY CALL: At =ar any time within 90 days following a Regulatory Capital Treatment =vent (see red) 3 EFTA_R1_00105591 EFTA01784342 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: &=bsp; Not Listed DRD/QDI ELIGIBLE: =es 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 =ny questions. Best, Andrew Andrew S. =tlas First Vice President Equity Sales/Middle Markets Group Financial =dvisor Morgan Stanley Wealth Management 1290 Avenue of the Americas, 12th Floor = New York, NY 10104 Tel/Direct: NMLS ID # 4 EFTA_R1_00105592 EFTA01784343 NOTICE: Morgan Stanley is not acting as a municipal advisor =nd the opinions or views contained herein are not intended to be, and =o not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. =f you have received this communication in error, please destroy all =lectronic and paper copies and notify the sender immediately. =istransmission is not intended to waive confidentiality or privilege. Morgan Stanley reserves the right, to the extent =ermitted under applicable law, to monitor electronic communications. =his message is subject to terms available at the following link: http://www.morganstanley.com/disclaimers If you =annot access these links, please notify us by reply message and we will =end the contents to you. By communicating with Morgan Stanley you =onsent to the foregoing and to the voice recording of conversations with =ersonnel of Morgan Stanley. <ETFC • Prelim Prosupp.pdf> NOTICE: Morgan Stanley is not acting as a municipal advisor and the opinions or =iews contained herein are not intended to be, and do not constitute, advice =ithin the meaning of Section 975 of the Dodd-Frank Wall Street Reform and =onsumer Protection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender immediately. Mistransmission is not intended to waive confidentiality or privilege. =organ Stanley reserves the right, to the extent permitted under applicable =aw, to monitor electronic communications. This message is subject to terms =vailable at the following link: http://www.morganstanley.com/disclaimers If you =annot access these links, please notify us by reply message and we will send =he contents to you. By communicating with Morgan Stanley you consent to the =foregoing and to the voice recording of conversations with personnel of =organ Stanley. 5 EFTA_R1_00105593 EFTA01784344