Exhibit
99.1
FOR
IMMEDIATE RELEASE
E*TRADE
FINANCIAL Media Relations Contact
|
Citadel
Contact
|
Pam
Erickson
|
Katie
Spring
|
E*TRADE
FINANCIAL Corporation
|
Citadel
Investment Group
|
617-296-6080
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312-395-2596
|
pam.erickson@etrade.com
|
katie.spring@citadelgroup.com
|
E*TRADE
FINANCIAL Investor Relations Contact
Adam
Townsend
E*TRADE
FINANCIAL
Corporation
703-236-8719
adam.townsend@etrade.com
E*TRADE
FINANCIAL ANNOUNCES $2.5 BILLION INVESTMENT LED BY CITADEL
Affiliates
of Citadel Purchase E*TRADE’s Entire ABS Portfolio, Including
CDOs
Additional
Capital Strengthens Balance Sheet
Transaction
Accelerates E*TRADE’s Strategic Focus on Core Retail
Business
R.
Jarrett
Lilien Named Acting CEO, Succeeding Mitchell H. Caplan
Donald
H.
Layton Named Chairman of the Board
New
York,
November 29, 2007– E*TRADE FINANCIAL Corporation (NASDAQ: ETFC) today
announced an agreement that will result in a cash infusion of $2.5
billion. The transaction, led by affiliates of Citadel Investment
Group, includes immediate funding of approximately $2.4 billion with the
remaining $150 million expected to fund by January 15, 2008. The
investment fortifies the Company’s balance sheet, allows the Company to focus on
its core retail business and provides additional capital to manage credit
risk.
E*TRADE
also
announced that, effective immediately, R. Jarrett Lilien has been named acting
Chief Executive Officer of the Company, succeeding Mitchell H. Caplan, who
has
stepped down from the position of CEO. Mr. Caplan will serve as an
advisor to the Company on transition matters through the end of the
year. Mr. Lilien, who is also a Director of the Company, has been
E*TRADE FINANCIAL’s President and Chief Operating Officer, leading the retail
business since 2003. The Company will conduct an executive search for
the CEO position, which will include Mr. Lilien and external
candidates.
The
Company also announced that Donald H. Layton, who has served as a special
advisor to the E*TRADE FINANCIAL Board of Directors, will become Chairman of
the
Board, succeeding George A. Hayter who will remain a Director of the
Company. Mr. Layton retired in 2004 after 29 years at JP Morgan Chase
and its predecessors, serving most recently as Vice Chairman, and as a member
of
its three person Office of the Chairman and its Executive
Committee.
“E*TRADE’s
core
business is strong,” said Mr. Lilien. “This transaction with Citadel
is not only a major vote of confidence from one of the world’s leading financial
institutions but also allows us
to
directly address customer concerns and get back to our real business, which
is
providing industry leading products and services to our customers.”
Mr.
Layton said, “E*TRADE FINANCIAL’s Board of Directors, in cooperation with our
financial advisors, conducted a thorough and robust review of strategic
alternatives. As part of this process, the Company held discussions
with potential strategic and financial partners. In the end, the
Board unanimously concluded that the transaction with Citadel clearly provides
the greatest benefits to our shareholders and other
constituencies. The Company now has the financial strength to
aggressively compete in the marketplace.”
“With
its strong
brand, solid business model and fortified balance sheet, we believe E*TRADE
is
well-positioned to execute on its growth strategy for its core retail business,”
said Ken Griffin, Founder and CEO of Citadel Investment Group. “We believe this
capital infusion will restore investor and customer confidence in the Company,
and will allow the Board and management to continue to grow the business from
a
position of strength, creating value for all shareholders.”
This
transaction
removes the assets with the greatest market risk from E*TRADE’s consolidated
balance sheet. Effective today, E*TRADE has divested itself of its $3
billion asset-backed securities (ABS) portfolio, including its ABS
collateralized debt obligations (CDOs) and second lien securities.
E*TRADE
FINANCIAL,
with more than 4.7 million customer accounts worldwide and $227 billion of
assets under management as of October 31, is a global financial services
leader. Its retail brokerage business is recognized for its customer
service, product innovation and execution speed, and it maintains a
“well-capitalized” status by regulatory standards.
MANAGEMENT
CHANGES
In
addition to his position as acting CEO, Mr. Lilien will retain his seat on
the
Company’s Board of Directors. Mr. Lilien joined E*TRADE FINANCIAL in
August 1999. Prior to his election as President and COO in March
2003, Mr. Lilien served as Chief Brokerage Officer and President, E*TRADE
Securities LLC. Mr. Lilien has also served the Company as Managing
Director, Asia-Pacific and Latin America. He spent 10 years as Chief
Executive Officer of TIR Holdings, which E*TRADE FINANCIAL acquired in August
1999. Prior to TIR, he held various positions at Paine Webber and
Autranet, a former division of Donaldson, Lufkin & Jenrette,
Inc.
“Jarrett
is a proven
leader who has demonstrated vision and effectiveness in many positions
throughout the Company,” said Mr. Hayter. “We are confident that he is the
right person to lead E*TRADE forward as we focus on our core retail
business.”
“We
value the contributions that Mitch has made to E*TRADE over the past seven
years, and the Board thanks him for his dedication and service,” continued Mr.
Hayter. “Mitch played a vital role in reaching this agreement with
Citadel, and his passion has helped revolutionize the online financial services
industry, positioning E*TRADE as a leader in value, customer service and product
innovation.”
“It
has been an honor to work with E*TRADE’s employees, management team, Board and
customers as we transformed the Company. I am proud of our
accomplishments,” said Mr. Caplan. “With today’s transaction, I am
pleased to pass on our Company as a strong, vibrant leader in financial
services.”
TRANSACTION
TERMS
Under
the terms of
the Citadel transaction, E*TRADE will receive $2.5 billion in cash, of which
$2.4 billion will fund today. The terms include:
|
·
|
E*TRADE
will
receive $1.6 billion of capital in exchange for 12.5% senior unsecured
notes and common stock. This includes a contribution of capital
by investment funds managed by BlackRock,
Inc.
|
|
·
|
Citadel
has
acquired E*TRADE’s entire ABS portfolio, including CDOs, for $800 million
in cash.
|
|
·
|
Upon
final
closing, it is expected that Citadel will invest an additional $150
million in exchange for 12.5% senior unsecured notes and common
stock.
|
|
·
|
The
amount of
common stock expected to be issued by E*TRADE is approximately 19.99%
of
current outstanding common stock.
|
|
·
|
Citadel
will
nominate one representative to E*TRADE FINANCIAL’s Board of
Directors.
|
As
a result of the sale of the ABS portfolio, E*TRADE will take a charge of $2.2
billion. The Company also expects to take a provision in the fourth
quarter related to its portfolio of home equity loans in excess of the quarter’s
expected losses that will result in an ending allowance of over $400
million.
Evercore
Partners
Inc. and J.P. Morgan Securities Inc. served as financial advisors to
E*TRADE. Davis Polk & Wardwell served as legal advisor to
E*TRADE. Fried Frank Harris Shriver & Jacobson LLP served as
legal advisors to Citadel.
E*TRADE
will hold an
investor call and webcast today at 8:00 a.m. Eastern Time to discuss this
morning’s announcement. To participate in the call, dial
800-683-1525. International callers should dial
973-872-3197. All callers should reference conference call ID
9510908. The call will also be simultaneously webcast on the
Company’s web site www.investor.etrade.com.
A
replay of the conference call will be available at
www.investor.etrade.com.
About
E*TRADE FINANCIAL
The
E*TRADE FINANCIAL family of companies provides financial services including
trading, investing, banking and lending for retail and institutional
customers. Securities products and services are offered by E*TRADE
Securities LLC (Member FINRA/SIPC). Bank and lending products and
services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC,
or
its subsidiaries.
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Important
Notice
E*TRADE
FINANCIAL,
E*TRADE and the E*TRADE logo are trademarks or registered trademarks of E*TRADE
FINANCIAL Corporation. The statements contained in this news release
that are forward-looking are based on current expectations that are subject
to a
number of uncertainties and risks, and actual results may differ
materially. The uncertainties and risks include, but are not limited
to, changes in market activity, anticipated increases in the rate of new
customer acquisition, the conversion of new visitors to the site to customers,
the activity of customers and assets held at the institution, seasonality,
macro
trends of the economy in general and the residential real estate market,
instability in the consumer credit markets and credit trends, rising mortgage
interest rates, tighter mortgage lending guidelines across the industry,
increased mortgage loan delinquency and default rates, portfolio growth,
portfolio seasoning and resolution through collections, sales or charge-offs,
the development and enhancement of products and services, competitive pressures
(including price competition), system failures, economic and political
conditions, changes in consumer behavior and the introduction of competing
products having technological and/or other advantages. Further information
about
these risks and uncertainties can be found in the information included in the
annual reports previously filed by E*TRADE FINANCIAL Corporation with the SEC
on
Form 10-K (including information under the caption "Risk Factors") and quarterly
reports on Form 10-Q.
©
2007 E*TRADE FINANCIAL Corporation. All rights reserved.