UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): August 12, 2024
KeyCorp
(Exact name of registrant as specified in its charter)
| Ohio | 001-11302 | 34-6542451 | ||
| State or other jurisdiction of incorporation or organization: | Commission File Number | I.R.S. Employer Identification Number: |
| 127 Public Square, Cleveland, Ohio | 44114-1306 | |
| Address of principal executive offices: | Zip Code: |
(216) 689-3000
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common Shares, $1 par value | KEY | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) | KEY PrI | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F) | KEY PrJ | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G) | KEY PrK | New York Stock Exchange | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H) | KEY PrL | New York Stock Exchange |
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 Rule 12b-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. ☐
| Item 7.01 | Regulation FD Disclosure. |
On August 12, 2024, KeyCorp (the “Company”) issued a press release announcing that it had reached a definitive agreement under which The Bank of Nova Scotia would make a strategic minority investment in the Company of approximately $2.8 billion by acquiring a number of the Company’s common shares for a fixed price of $17.17 per share that on a post-transaction basis would result in The Bank of Nova Scotia owning approximately 14.9% of the Company’s then outstanding common shares. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On August 12, 2024, the Company released a presentation to investors about the strategic investment (as described above). The presentation is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
The information contained under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release of the Company, dated August 12, 2024. | |
| 99.2 | Investor Presentation of the Company, dated August 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Cautionary Note Regarding Forward-Looking Statements
From time to time, the Company has made or will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as “outlook,” “goal,” “objective,” “plan,” “expect,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “potential,” “contemplate,” “explore,” or other words of similar meaning. Forward-looking statements provide the Company’s current expectations or forecasts of future events, circumstances, results or aspirations. The Company’s disclosures in this report contain forward-looking statements. The Company may also make forward-looking statements in other documents filed with or furnished to the Securities and Exchange Commission (“SEC”). In addition, the Company may make forward-looking statements orally to analysts, investors, representatives of the media and others.
Forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, many of which are outside of the Company’s control. The Company’s actual results may differ materially from those set forth in the Company’s forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this report can or will be achieved. Factors that could cause the Company’s actual results to differ from those described in forward-looking statements include, but are not limited to: (i) the Company’s concentrated credit exposure in commercial and industrial loans; (ii) deterioration of commercial real estate market fundamentals; (iii) defaults by the Company’s loan clients or counterparties; (iv) adverse changes in credit quality trends; (v) declining asset prices; (vi) geopolitical destabilization; (vii) deterioration of asset quality and an increase in credit losses; (viii) labor shortages and supply chain constraints, as well as the impact of inflation; (ix) the extensive regulation of the U.S. financial services industry; (x) complex and evolving laws and regulations regarding privacy and cybersecurity; (xi) changes in accounting policies, standards, and interpretations; (xii) operational or risk management failures by the Company or critical third parties; (xiii) breaches of security or failures of the Company’s technology systems due to technological or other factors and cybersecurity threats; (xiv) negative outcomes from claims, litigation, investigations, or governmental proceedings; (xv) failure or circumvention of the Company’s controls and procedures; (xvi) the occurrence of natural disasters, which may be exacerbated by climate change; (xvii) societal responses to climate change; (xviii) increased operational risks resulting from remote work; (xix) evolving capital and liquidity standards under applicable regulatory rules; (xx) disruption of the U.S. financial system, including the impact of inflation and a potential global economic downturn or recession; (xxi) the Company’s ability to receive dividends from the Company’s subsidiaries, including KeyBank National Association (“KBNA”); (xxii) unanticipated changes in the Company’s liquidity position, including but not limited to, changes in the Company’s access to or the cost of funding and the Company’s ability to secure alternative funding sources; (xxiii) downgrades in the Company’s credit ratings or those of KBNA; (xxiv) a worsening of the U.S. economy due to financial, political or other shocks; (xxv) the Company’s ability to anticipate interest rate changes and manage interest rate risk; (xxvi) deterioration of economic conditions in the geographic regions where the Company operates; (xxvii) the soundness of other financial institutions, including instability in the financial industry; (xxviii) impairment of goodwill; (xxix) the Company’s ability to manage the Company’s reputational risks, including ESG-related risks; (xxx) the Company’s ability to timely and effectively implement the Company’s strategic initiatives; (xxxi) increased competitive pressure; (xxxii) the Company’s ability to adapt its products and services to industry standards and consumer preferences; (xxxiii) the Company’s ability to attract and retain talented executives and employees; (xxxiv) unanticipated adverse effects of strategic partnerships or acquisitions and dispositions of assets or businesses; and (xxxv) the Company’s ability to develop and effectively use the quantitative models it relies upon in its business planning.
Any forward-looking statements made by the Company or on the Company’s behalf speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances, except as required by applicable securities laws. Before making an investment decision, you should carefully consider all risks and uncertainties disclosed in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in any subsequent reports filed with the SEC by the Company, as well as the Company’s registration statements under the Securities Act, all of which are or will upon filing be accessible on the SEC’s website at www.sec.gov and on the Company’s website at www.key.com/ir.
No Offer or Solicitation
This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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: August 12, 2024 | /s/ Andrea R. McCarthy | |||||
| By: | Andrea R. McCarthy | |||||
| Assistant Secretary | ||||||