E*TRADE Financial Corporation $275 million Acquisition of Trust Company of America


E*TRADE was advised by J.P. Morgan Securities LLC and Skadden, Arps, Slate, Meagher & Flom. Trust Company of America was advised by Financial Technology Partners.

E*TRADE Financial Corporation also announced today that it has entered into a definitive agreement to acquire Trust Company of America (TCA), a leading provider of technology solutions and custody services to the independent Registered Investment Adviser (RIA) market, for $275 million in cash. TCA is based in Denver, Colorado, and has approximately $17 billion in institutional assets under custody and over 180 active RIAs on its platform, as of September 2017.

E*TRADE expects the transaction to be neutral to earnings in 2018 and accretive in 2019 when full run-rate synergies are expected. The Company intends to fund the transaction through issuance of non-cumulative perpetual preferred stock. The transaction is expected to close in the second quarter of 2018, subject to customary closing conditions and regulatory approvals.

Securities products and services are offered by E*TRADE Securities LLC, Member FINRA/SIPC. Investment advisory services are offered through E*TRADE Capital Management, LLC, a Registered Investment Adviser. Commodity futures products and services are offered by E*TRADE Futures LLC, Member NFA. Banking products and services are offered by E*TRADE Bank, a federal savings bank, Member FDIC, or its subsidiaries. E*TRADE Securities LLC, E*TRADE Capital Management, LLC, E*TRADE Futures LLC, and E*TRADE Bank are separate but affiliated companies.

The Skadden team includes: Financial Institutions M&A partner David Hepp (Picture), counsel Justin Askew and associates Christopher Gandia and Harshini Kanduru; Tax partner Edward Gonzalez and associate Loren Lembo; Financial Institutions Regulation and Enforcement partner Brian Christiansen (Washington, D.C.) and counsel Collin Janus (Washington, D.C.); Executive Compensation and Benefits partners Neil Leff and Joseph Penko, counsel Jeffrey Lieberman and associate Genia Gokhmark; and Intellectual Property and Technology counsel Andrew Woodardand associate Brittany Hazelwood

Involved fees earner: David Hepp – Skadden Arps Slate Meager & Flom; Justin Askew – Skadden Arps Slate Meager & Flom; Christopher Gandia – Skadden Arps Slate Meager & Flom; Harshini Kanduru – Skadden Arps Slate Meager & Flom; Edward Gonzalez – Skadden Arps Slate Meager & Flom; Loren Lembo – Skadden Arps Slate Meager & Flom; Brian Christiansen – Skadden Arps Slate Meager & Flom; Collin Janus – Skadden Arps Slate Meager & Flom; Neil Leff – Skadden Arps Slate Meager & Flom; Joseph Penko – Skadden Arps Slate Meager & Flom; Jeffrey Lieberman – Skadden Arps Slate Meager & Flom; Genia Gokhmark – Skadden Arps Slate Meager & Flom; Andrew Woodard – Skadden Arps Slate Meager & Flom; Brittany Hazelwood – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: E*TRADE Financial Corporation;

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Author: Ambrogio Visconti