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Published on 11/17/2005 in the Prospect News Convertibles Daily.

New Issue: E*Trade $450 million three-year mandatory convertibles yield 6.125%, up 21.2%

By Rebecca Melvin

Princeton, N.J., Nov. 17 - E*Trade Financial Corp. sold $450 million of common equity units in a mandatory convertibles deal at par to yield 6.125% with a 21.2% initial conversion premium, according to a syndicate source.

The three-year mandatories priced at the cheap end of talk on the coupon, which was 5.625% to 6.125%, and toward the cheap end of talk for the initial conversion premium, which was 20% to 25%.

The mandatories, which are being offered concurrently with common stock and senior note offerings, have dividend protection but not takeover protection, which is standard for mandatory securities, a syndicate source said.

Morgan Stanley & Co. and J.P. Morgan Securities are acting as joint bookrunners for the offerings, which were made under an existing shelf registration.

Proceeds of the offerings will be used to help finance E*Trade's previously announced $1.6 billion acquisition of BrownCo, the online brokerage service of JP Morgan.

New York-based E*Trade is an online investment brokerage.

Issuer:E*Trade Financial Corp.
Issue:Common equity units
Bookrunners:Morgan Stanley & Co. and J.P. Morgan Securities
Amount:$450 million
Maturity:Nov. 18, 2008
Coupon:6.125%
Price:Par, $25
Yield:6.125%
Conversion premium:21.20%
Conversion price:$21.8160
Conversion ratio:Minimum, 1.1459 and maximum, 1.3889
Dividend protection:Yes
Takeover protection:No
Pricing date:Nov. 16
Settlement date:Nov. 22
Distribution:Registered
Price talk:5.625%-6.125%, up 20%-25%

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