EFTA02375070

From: Richard Kahn <[email protected]> Sent: Tuesday, September 6, 2016 5:55 PM To: Jeffrey Epstein Subject: Fwd: KeyCorp Perp nc10 Fixed/Float Pfd please advise thank you Richard Kahn HBRK Associates Inc. 575 Lexington =venue 4th Floor New York, NY 10022 tel =12-971-1306 fax 646-350.0954 cell =17-414-7584 Begin forwarded message: From: =/b>"Atlas, Andrew 5" <[email protected]> Subject: qb>KeyCorp Perp nc10 =fixed/Float Pfd Date: September 6, 2016 at 11:28:23 AM EDT To: =/b>"Richard Kahn (richardkahn12@gmailcom)" <[email protected]> Hi Rich, I hope you had a nice =oliday. New issue preferred pricing today. Due to the size of the offering, please manage =xpectations. EFTA_R1_01382621 EFTA02375070 Details: Price Whisper: 5.125% =rea Issuer: &n=sp; KeyCorp (Ticker: KEY) Securities: Depositary =hares, each representing a &nb=p; 1/25th Interest in a Share of =ixed-to-Floating Rate &nb=p; Perpetual Non-Cumulative =referred Stock, Series D Expected Ratings: Baa3/BB+ Size: &nbs=; $525mm WNG Offering =rice: $1,000 per depositary share Maturity: =nbsp; Perpetual Dividends: From =he date of issuance to, but excluding, &nb=p; 09/15/2026, dividends will be =alculated &nb=p; at a fixed annual rate of 1%, =nd from, &nb=p; and including, 09/26/2026, =ividends will be &nb=p; calculated at a floating annual =ate equal to &nb=p; three-month LIBOR plus, reset =uarterly,1 1% &nb=p; Non-Cumulative Payment dates: Quarterly for both the fixed =nd floating rate &nb=p; periods, commencing on =2/15/2016, in each case &nb=p; when, as and if declared Redemption: May be =edeemed at the issuer's option at par &nb=p; plus any declared and unpaid =ividends: &nb=p; (1) in whole or in part on any =ividend &nb=p; payment date on or after =9/15/2026, or (2) in &nb=p; whole but not in part at any =ime within 90 2 EFTA_R1_01382622 EFTA02375071 &nb=p; days following a Regulatory =apital Treatment &nb=p; Event — see red Listing: =one (TRACE) DRD/QDI eligible: Yes, see red for tax and =ithholding details Use of Proceeds: General corporate purposes, =hich may include, &nb=p; without limitation, working =apital, capital &nb=p; expenditures, investments in or =owns to our &nb=p; subsidiaries, refinancing of =utstanding &nb=p; indebtedness, refinancing of =utstanding &nb=p; capital securities, share =epurchases &nb=p; (including, but not limited to, =epurchases &nb=p; of our common stock), dividends, =unding potential &nb=p; future acquisitions and =atisfaction of other &nb=p; obligations. Joint Books: MS, GS, JPM, =EY Settlement: =nbsp; 7+3, MS B&D Thanks again, Andrew Andrew S. Atlas First Vice President Equity Sales/Middle Markets Group Financial Advisor Morgan Stanley Wealth Management 1290 Avenue of the =mericas, 12th Floor I New York, =Y 10104 3 EFTA_R1_01382623 EFTA02375072 Tel/Direct: +1 212 705 4521 I Fax: +1 212 705 4592 [email protected] <mailto:[email protected]> NMLS ID # =326736 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. 4 EFTA_R1_01382624 EFTA02375073