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ETFC > SEC Filings for ETFC > Form 8-K on 19-Mar-2013All Recent SEC Filings

Show all filings for E TRADE FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events

On March 13, 2013, 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 Citigroup Global Markets Inc., as underwriter (the "Underwriter"), pursuant to which the Selling Stockholder agreed to sell to the Underwriter 27,394,448 shares of the Company's common stock at a price of $11.28 per share. The Company will not receive any proceeds from this offering.

The offering was registered pursuant to the Company's shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-181390) 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 and incorporated by reference into the Registration Statement. 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 March 13, 2013 by and among E*TRADE
                  Financial Corporation, Citadel Equity Fund Ltd. and Citigroup
                  Global Markets Inc.

    5.1           Opinion of General Counsel of E*TRADE Financial Corporation.

   23.1           Consent of General Counsel of E*TRADE Financial Corporation
                  (included in Exhibit 5.1).

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