Attached files
| file | filename |
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| EX-1.1 - EXHIBIT 1.1 - E TRADE FINANCIAL CORP | dp17450_ex0101.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: April 29, 2010
(Date of
earliest event reported)
E*TRADE
Financial Corporation
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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1-11921
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94-2844166
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(State or other
jurisdiction
of
incorporation or organization)
|
(Commission File
Number)
|
(I.R.S.
Employer
Identification
Number)
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|
135 East 57th Street, New York,
New York 10022
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(Address of Principal Executive
Offices and Zip Code)
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01.
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Other
Events
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On April
29, 2010, E*TRADE Financial Corporation (the “Company”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) by and among the Company,
Citadel Equity Fund Ltd. and Wingate Capital Ltd., as selling stockholders (the
“Selling Stockholders”), and Merrill Lynch, Pierce Fenner & Smith
Incorporated, Sandler O’Neill & Partners, L.P. and Citadel Securities LLC,
as representatives of the underwriters named therein (the “Underwriters”), in
connection with the offering by the Selling Stockholders of 172,000,000 shares
of the Company’s common stock (the “Offering”). Under the terms of
the Underwriting Agreement, the Selling Stockholders have granted the
Underwriters a 30-day option to purchase up to 25,800,000 additional shares to
cover overallotments, if any. The Company will not receive any
proceeds from the Offering.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K.
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Item
9.01.
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Financial
Statements and Exhibits.
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|
(d)
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Exhibits.
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| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated April 29, 2010 among E*TRADE Financial Corporation, Citadel Equity Fund Ltd. and Wingate Capital Ltd., as selling stockholders, and Merrill Lynch, Pierce Fenner & Smith Incorporated, Sandler O’Neill & Partners, L.P. and Citadel Securities LLC, as representatives of the underwriters named therein. |
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.
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E*TRADE
FINANCIAL CORPORATION
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||||||
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Date:
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May
3, 2010
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By:
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/s/
Karl A. Roessner
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Name:
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Karl
A. Roessner
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|||||
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Title:
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Corporate
Secretary
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EXHIBIT
INDEX
| Exhibit No. | Description | |
| 1.1 |
Underwriting
Agreement dated April 29, 2010 among E*TRADE Financial Corporation,
Citadel Equity Fund Ltd. and Wingate Capital Ltd., as selling
stockholders, and Merrill Lynch, Pierce Fenner & Smith Incorporated,
Sandler O’Neill & Partners, L.P. and Citadel Securities LLC, as
representatives of the underwriters named
therein.
|