EFTA02454166

From: Richard Kahn Sent: Tuesday, August 16, 2016 10:35 PM To: jeffrey E. Subject: Fwd: New Issue E*TRADE Financial Preferred a terrible allocation - only received 500,000 of our =,000,000 order Richard Kahn HBRK Associates Inc. 575 Lexington =venue 4th Floor New York NY 10022 tel fax cell Begin forwarded message: From: =/b>"Atlas, Andrew 5" Subject: =/b>RE: New Issue =•TRADE Financial Preferred Date: =/b>August 16, 2016 at 5:08:17 PM =DT To: =/b>Richard Kahn Hi Rich, EsTrade Preferred priced =t 5.875% Southern Trust Company was allocated 500m bonds, =othing done on 4.5mm There was a lot of =nterest in the offering. If you would like, I'll get an =ffering in the secondary market to see where Southern Trust can =urchase the balance. EFTA_R1_01555759 EFTA02454166 Touch base tomorrow. 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 Tel/Direct: Fax: NMLS ID # =326736 From: Richard Kahn (mailto: Sent: Tuesday, August 16, 2016 4:36 PM To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue E*TRADE Financial Preferred Importance: High ok thanks Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor 2 EFTA_R1_01555760 EFTA02454167 New York, NY 10022 tel fax cel cmailto On Aug 16, 2016, at 4:35 PM, =tlas, Andrew S > wrote: Still waiting on final pricing and =llocation. Should hear =hortly. 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 Tel Direct: Fax: NMLS ID t$ =326736 From: Richard Kahn (mailto Sent: Tuesday, August 16, 2016 4:34 PM To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue E*TRADE Financial Preferred Importance: High 3 EFTA_R1_01555761 EFTA02454168 did you get an allocation and final pricing yet? please advise thanks Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fa cel n A 10:28 AM, =tlas, Andrew S <math(); > wrote: Ok. Ill be back 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 Tel/Direct: Fax: - 4 EFTA_R1_01555762 EFTA02454169 NMLS ID It =326736 From: Richard Kahn (mailto Sent: Tuesday, August 16, 2016 10:27 AM To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue EsTRADE Financial Preferred Importance: High please put in for 5,000,000 thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 to fa ce On Au 16, 2016, at 10:03 AM, =tlas, Andrew S <AMMIIIMal= <mailto > wrote: 6.375% Morning Rich, Morgan Stanley pricing a ETFC new issue $1000 Par =referred Price Whisper: 6.25%- 5 EFTA_R1_01555763 EFTA02454170 Details: ANNOUNCED: E*TRADE Financial =referred ISSUER: = E'TRADE Financial Corporation ="ETFC"] ISSUER RATINGS: =aa3 / BBB- (Stable / Stable) EXPECTED 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: = SEC Registered SIZE: &=bsp; $400mm (will not =row) OFFER =RICE: $1000 =referred share MATURITY: &nb=p; Perpetual PAR CALL =ATE: On any dividend payment =ate on or after 9/15/2026 DIVIDENDS: &n=sp; Payable at a fixed rate of [ )% from the original =ssue date to September 15, 2026; and thereafter payable at a floating =ate of Three-month LIBOR plus [ % DIV PAYMENT DATES: Semi-annually =n March 15 and September 15, beginning March 15, 2017 and ending =eptember 15, 2026, and thereafter quarterly on December 15, March 15, =une 15 and September 15 6 EFTA_R1_01555764 EFTA02454171 REGULATORY CALL: At =ar any time within 90 days following a Regulatory Capital Treatment =vent (see red) 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: Sinbs=; Not Listed DRD/QDI ELIGIBLE: Yes 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 any questions. Best, 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 Tel/Direct: Fax: NMLS ID to =326736 7 EFTA_R1_01555765 EFTA02454172 NOTICE: Morgan Stanley is not acting as a =unicipal advisor and the opinions or views contained herein are not =ntended to be, and do not constitute, advice within the meaning of Section 975 of the Dodd- Frank Wall Street Reform and Consumer =rotection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender =mmediately. Mistransmission 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 personnel of =organ Stanley. <ETFC - Prelim =rosupp.pdf> NOTICE: Morgan Stanley is not acting as a =unicipal advisor and the opinions or views contained herein are not =ntended to be, and do not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer =rotection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender =mmediately. Mistransmission 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 personnel of =organ Stanley. 8 EFTA_R1_01555766 EFTA02454173 NOTICE: Morgan Stanley is not acting as a =unicipal advisor and the opinions or views contained herein are not =ntended to be, and do not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer =rotection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender =mmediately. Mistransmission 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 personnel of =organ Stanley. 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 9 EFTA_R1_01555767 EFTA02454174 Morgan Stanley you consent to the =foregoing and to the voice recording of conversations with personnel of =organ Stanley. = 10 EFTA_R1_01555768 EFTA02454175