EFTA01784626

From: Barrett, Paul S Sent: Tuesday, August 16, 2016 2:24 PM To: Cc: Je rey Epstein ([email protected]); Barrett Team; Sumner, Justin Subject: **NEW ISSUE" E*TRADE Financial Corporation $1,000 Pref Brad I think we should go in for this deal. It is a preferred that is fixed for 10yrs at 6.25%-6.375% and then floats at L+450- 460bps if it does not get called. Paul "NEW ISSUE" E*TRADE Financial Corporation $1,000 Pref ISSUER: E*TRADE Financial Corporation ("ETFC") ISSUER RATINGS: Baa3/BBB- (Stable/Stable) EXPECTED SECURITY RATINGS: Ba3 / BB- SECURITY DESCRIPTION: Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share FORMAT: SEC Registered SIZE: $400mm (will not growl OFFER PRICE: $1000/ preferred share MATURITY: Perpetual IPT: 6.25%-6.375% PAR CALL DATE: On any dividend payment date on or after September 15, 2026 DIVIDENDS: Payable at 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 11% DIVIDEND PAYMENT DATES: Semi-annually on March 15 and September 15, beginning March 15, 2017 and ending September 15, 2026, and thereafter quarterly on December 15, March 15, June 15 and September 15 REGULATORY CALL: At par any time within 90 days following a Regulatory Capital Treatment Event (see Prospectus) LIQUIDATION RIGHTS: Liquidation preference of $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends VOTING RIGHTS: None, except with respect to certain changes in the terms of Series A Preferred Stock and in the case of certain dividend non-payments LISTING: Not Listed DRD/QDI ELIGIBLE: Yes JOINT LEAD MANAGERS: CS(B&D)/GS/JPM/MS EFTA_R1_00106083 EFTA01784626 USE OF PROCEEDS: To finance acquisition of Aperture, the ultimate parent company of OptionsHouse. If the acquisition of Aperture is not consummated, net proceeds will be for general corporate purposes [see Prospectus] SETTLEMENT DATE: 1+7 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov <http://www.sec.gov> Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212 —834-4533. You should not reply to this announcement. Any reply e-mail communications, including those you generate using the "Reply" function on your e-mail software, will be ignored or rejected. This notice does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful, and does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of securities in any province or territory of Canada other than the provinces of Ontario, Quebec, Alberta, British Columbia, Nova Scotia and New Brunswick unless the issuer has securities listed or quoted on one of the exchanges or markets referred to in the definition of "OTC Issuer" in Multilateral Instrument 51- 105. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. This communication is for information purposes only. It is not intended as: an offer for the purchase or sale of any financial instrument, a solicitation to participate in any trading strategy, or an official confirmation of any transaction. The information is believed to be reliable, but we do not warrant its completeness or accuracy. Prices are indicative only, and are subject to change without notice. See www.jpmorgan.com/usage <http://www.jpmorgan.com/usage> for important usage terms. We may hold a position or act as a market maker in any financial instrument discussed herein. Clients should consult their own advisors regarding any tax, accounting or legal aspects of this information. Copyright 2007 JPMORGAN CHASE & CO. 2 EFTA_R1_00106084 EFTA01784627 This email is confidential and subject to important disclaimers and conditions including on offers for the purchase or sale of securities, accuracy and completeness of information, viruses, confidentiality, legal privilege, and legal entity disclaimers, available at http://www.jpmorgan.com/pages/disclosures/email 3 EFTA_R1_00106085 EFTA01784628