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EX-1.1 - UNDERWRITING AGREEMENT - E TRADE FINANCIAL CORPdex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report: February 23, 2011

(Date of earliest event reported)

 

 

E*TRADE Financial Corporation

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-11921   94-2844166

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

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 8.01. Other Events

On February 23, 2011, E*TRADE Financial Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Citadel Equity Fund Ltd., as selling stockholder (the “Selling Stockholder”), and Goldman, Sachs & Co., as underwriter (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter 23,950,000 shares of the Company’s common stock at a price of $15.91 per share. Under the terms of the Underwriting Agreement, the Selling Stockholder has granted the Underwriter a 30-day option to purchase up to 3,592,500 additional shares of the Company’s common stock at the same price per share. The Company will not receive any proceeds from this offering.

The offering was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-158636) and a related prospectus supplement, each filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

1.1    Underwriting Agreement dated February 23, 2011 by and among E*TRADE Financial Corporation, Citadel Equity Fund Ltd. and Goldman, Sachs & Co.


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.

 

  E*TRADE FINANCIAL CORPORATION
Date: February 28, 2011   By:  

/s/ Karl A. Roessner

    Name:     Karl A. Roessner
    Title:       Corporate Secretary


EXHIBIT INDEX

 

Exhibit No.

  

Description

1.1    Underwriting Agreement dated February 23, 2011 by and among E*TRADE Financial Corporation, Citadel Equity Fund Ltd. and Goldman, Sachs & Co.