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: November 6, 2018
(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)

11 Times Square, New York, New York 10036
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



ITEM 8.01.   OTHER EVENTS

On November 6, 2018, the Company announced the completion of its acquisition of approximately one million retail brokerage accounts from Capital One Financial Corporation by its wholly owned subsidiary, E*TRADE Securities LLC, for approximately $109 million in cash, subject to post-closing adjustments. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

(d)            Exhibits

                    99.1     Press Release, dated November 6, 2018


SIGNATURE

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.

Dated:

November 6, 2018

E*TRADE FINANCIAL CORPORATION

 

 

 

 

 

By:

/s/

Lori S. Sher

 

 

Lori S. Sher

 

Corporate Secretary

Exhibit 99.1

E*TRADE Completes Acquisition of Approximately One Million Brokerage Accounts from Capital One Financial Corporation

New accounts meaningfully expand E*TRADE’s customer base

NEW YORK--(BUSINESS WIRE)--November 6, 2018--E*TRADE Financial Corporation (NASDAQ: ETFC) today announced that it has completed the acquisition and conversion of approximately one million retail brokerage accounts from Capital One Financial Corporation for a purchase price of approximately $109 million.

"We are thrilled to welcome these new customers and to show them the best of E*TRADE, including our broad product suite, professional-grade tools, and exceptional service,” said Karl Roessner, Chief Executive Officer of E*TRADE Financial. "This is a fantastic opportunity to materially broaden our footprint, efficiently adding a large number of customers to our highly scalable platform. We are already hard at work to deepen our engagement with these new customers and ensure their experience with us is seamless and first-class.”

As of November 2, 2018, these accounts carried $15.4 billion in total customer assets including $1.6 billion in customer cash. E*TRADE expects 2019 EPS accretion to be better than the $0.06 communicated at the time of the original announcement. Pursuant to the terms of the agreement, the final acquisition price incorporates adjustments relating to the timing of closing, account closures or transfers prior to conversion, and other factors.

About E*TRADE Financial and Important Notices

E*TRADE Financial and its subsidiaries provide financial services including brokerage and banking products and services to retail customers. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Commodity futures and options on futures products and services are offered by E*TRADE Futures LLC (Member NFA). Managed Account Solutions are offered through E*TRADE Capital Management, LLC, a Registered Investment Adviser. Bank products and services are offered by E*TRADE Bank, and RIA custody solutions are offered by E*TRADE Savings Bank, both of which are national federal savings banks (Members FDIC). More information is available at www.etrade.com.

E*TRADE Financial, E*TRADE, and the E*TRADE logo are trademarks or registered trademarks of E*TRADE Financial Corporation. ETFC-G

Forward-looking statements

This news release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements that discuss, among others, the impact which the additional accounts from Capital One Financial Corporation will have on earnings, and anything that is not historical in nature. Actual results may differ materially from those indicated in the forward-looking statements, which are subject to a number of uncertainties and risks that are difficult to predict and often outside the Company’s control. The uncertainties and risks include, but are not limited to: risks related to the ability to attract and retain customers; increased competition; and negative changes in general economic conditions. Further information about these risks and uncertainties can be found in the Company’s annual, quarterly, and current reports on Form 10-K, Form 10-Q, and Form 8-K filed with the U.S. Securities and Exchange Commission (including information in these reports under the captions "Risk Factors"). Any forward-looking statement included in this release speaks only as of the date of this communication; E*TRADE disclaims any obligation to update any information, except as required by law.

© 2018 E*TRADE Financial Corporation. All rights reserved.

CONTACT:
E*TRADE Media Relations
646-521-4418
mediainq@etrade.com
or
E*TRADE Investor Relations
646-521-4406
ir@etrade.com