UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 2017
(Exact name of registrant as specified in charter)
001-11302
(Commission File Number)
| | |
| OHIO | | 34-6542451 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216)689-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
| | | | | | |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8 – Other Events
On June 9, 2017, KeyCorp (the “Company”) updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes, Series O (the “Series O Notes”), and Subordinated Medium-Term Notes, Series P (the “Series P Notes,” and together with the Series O Notes, the “Notes”). The Series O Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001 and further amended by a Second Supplemental Indenture dated as of November 13, 2013 (as so amended, the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as Senior Note Trustee, and the Officers’ Certificate and Company Order dated June 9, 2017, pursuant to Sections 201, 301 and 303 of the Senior Indenture. The Series P Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001 and further amended by a Second Supplemental Indenture dated as of November 13, 2013 (as so amended, the “Subordinated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as Subordinated Note Trustee, and the Officers’ Certificate and Company Order dated June 9, 2017, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on FormS-3, FileNo. 333-218629.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | FinancialStatementsandExhibits. |
| | |
| 1.1 | | Distribution Agreement dated June 9, 2017 between the Company and the Agents named therein. |
| |
| 4.1 | | Officers’ Certificate and Company Order dated June 9, 2017, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto). |
| |
| 4.2 | | Officers’ Certificate and Company Order dated June 9, 2017, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto). |
| |
| 4.3 | | Specimen of Notes: |
| | |
| (a) | | Series O Fixed Rate Note; |
| |
| (b) | | Series O Floating Rate Note; |
| |
| (c) | | Series O Master Global Note; |
| |
| (d) | | Series P Fixed Rate Note; |
| |
| (e) | | Series P Floating Rate Note; and |
| |
| (f) | | Series P Master Global Note. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | KEYCORP |
| | | | (Registrant) |
| | |
| Date: June 9, 2017 | | | | /s/ Paul N. Harris |
| | | | By: | | Paul N. Harris |
| | | | Title: | | General Counsel and Secretary |
INDEX TO EXHIBITS
| | |
| 1.1 | | Distribution Agreement dated June 9, 2017 between the Company and the Agents named therein. |
| |
| 4.1 | | Officers’ Certificate and Company Order dated June 9, 2017, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto). |
| |
| 4.2 | | Officers’ Certificate and Company Order dated June 9, 2017, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto). |
| |
| 4.3 | | Specimen of Notes: |
| | |
| (a) | | Series O Fixed Rate Note; |
| |
| (b) | | Series O Floating Rate Note; |
| |
| (c) | | Series O Master Global Note; |
| |
| (d) | | Series P Fixed Rate Note; |
| |
| (e) | | Series P Floating Rate Note; and |
| |
| (f) | | Series P Master Global Note. |
