ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS
SUPPLEMENT DATED MAY 16, 2011 AND
PROSPECTUS DATED APRIL 17, 2009)
FILED PURSUANT TO RULE 433
REGISTRATION NUMBER 333-158636
E*TRADE Financial Corporation
6.75% Senior Notes due 2016
Final Term Sheet
May 16, 2011
| Issuer: | E*TRADE Financial Corporation | |
| Title of Securities: | 6.75% Senior Notes due 2016 | |
| Type: | SEC Registered | |
| Ratings:* | B2/B- | |
| Size: | $435,000,000 | |
| Net Proceeds to Issuer (before expenses): | $427,387,500 | |
| Maturity: | June 1, 2016 | |
| Price: | 100.000% | |
| Coupon (Interest Rate): | 6.75% per annum | |
| Yield to Maturity: | 6.75% | |
| Spread to Benchmark Treasury: | +494 basis points | |
| Benchmark Treasury: | UST 2% due June 30, 2016 | |
| Interest Payment Dates: | Each June 1 and December 1 beginning on December 1, 2011 | |
| Make-Whole Redemption: | Make-whole redemption at Treasury Rate + 50 basis points, plus accrued and unpaid interest, if any | |
| Optional Redemption: | None | |
| Equity Clawback: | None | |
| Trade Date: | May 16, 2011 | |
| Settlement Date: | May 19, 2011 (T + 3) | |
| CUSIP / ISIN: | 269246BH6 / US269246BH62 | |
| Sole Bookrunner: | J.P. Morgan Securities LLC | |
*Note: An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, J.P. Morgan Securities LLC can arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at the following collect number: 1-212-834-4533.
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