FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO.333-221293
DATED OCTOBER 29, 2019
STATE STREET CORPORATION
$1,000,000,000Fixed-to-Floating Rate Senior Notes due 2025
Pricing Term Sheet
Issuer: | State Street Corporation | |
Security: | Fixed-to-Floating Rate Senior Notes due 2025 | |
Aggregate Principal Amount: | $1,000,000,000 | |
Trade Date: | October 29, 2019 | |
Settlement Date*: | November 1, 2019 (T + 3) | |
Maturity Date: | November 1, 2025 | |
Price to Public (Issue Price): | 100% | |
Fixed Rate Benchmark Treasury: | 1.5% Notes due October 31, 2024 | |
Benchmark Treasury Price and Yield: | 99-08+ ; 1.654% | |
Fixed Rate Spread to Benchmark Treasury: | + 70 basis points | |
Fixed Rate Period: | From, and including, November 1, 2019, to, but excluding, November 1, 2024 | |
Floating Rate Period: | From, and including, November 1, 2024, to, but excluding, the maturity date | |
Fixed Rate Coupon: | 2.354%, payable semi-annually in arrears during the fixed rate period | |
Floating Period Base Rate: | SOFR (compounded daily over a quarterly interest payment period in accordance with the specific formula described in the Preliminary Prospectus Supplement). As further described in the Preliminary Prospectus Supplement, (i) in determining the base rate for a U.S. Government Securities Business Day, the base rate generally will be the rate in respect of such day that is provided on the following U.S. Government Securities Business Day and (ii) in determining the base rate for any other day, such as a Saturday, Sunday or holiday, the base rate generally will be the rate in respect of the immediately preceding U.S. Government Securities Business Day that is provided on the following U.S. Government Securities Business Day. | |
Floating Rate Spread: | +94 basis points. In no event will the interest payable in respect of any interest payment period be less than zero |
Interest Payment Periods: | Fixed rate period: Semi-annually
Floating rate period: Quarterly
With respect to an interest payment date during the floating rate period, the period from and including the most recent interest payment period end date to which interest has been paid or duly provided for (or from and including November 1, 2024 in the case of the first interest payment period during the floating rate period) to, but excluding, the immediately preceding floating rate period end date; provided that (i) the interest payment period with respect to the final interest payment date (i.e., the maturity date) will be the period from and including the floating rate period end date immediately prior to the maturity date to, but excluding, the maturity date (i.e., the final interest payment period end date) and (ii) with respect to such final interest payment period, the level of SOFR for each calendar day in the period from, and including, the ratecut-off date to, but excluding, the maturity date shall be the level of SOFR in respect of such ratecut-off date. | |
Floating Rate Period End Dates: | February 1, 2025, May 1, 2025, August 1, 2025, and the maturity date;provided that if any scheduled interest payment period end date (other than the maturity date) falls on a day that is not a business day it will be postponed to the following business day, except that, if that business day would fall in the next calendar month, the interest payment period end date will be the immediately preceding business day. If the scheduled final interest payment period end date (i.e., the maturity date) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final interest payment period end date. | |
Interest Payment Dates: | Fixed rate period: Each May 1 and November 1, commencing on May 1, 2020 and including November 1, 2024
Floating rate period: the second business day following each floating rate period end date;provided, that the interest payment date with respect to the final interest payment period will be the maturity date. If the scheduled maturity date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date. | |
RateCut-Off Date: | The second U.S. Government Securities Business Day prior to the maturity date | |
Optional Redemption: | The Issuer may redeem the notes, at its option, in whole, but not in part, on, and only on, November 1, 2024 at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. | |
Calculation Agent: | State Street Bank, an affiliate thereof or any other bank or other entity as State Street may appoint | |
Day Count Convention: | Fixed rate period: 30/360
Floating rate period: Actual/360 |
Business Day: | Fixed rate period: Boston and New York
Floating rate period: Boston and New York | |
Business Day Convention: | Fixed rate period: Following
Floating rate period: Modified following, adjusted | |
Denominations: | Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof | |
Currency: | U.S. Dollars | |
CUSIP: | 857477BE2 | |
ISIN: | US857477BE26 | |
Expected Ratings**: | A1 / A /AA- (Moody’s / S&P / Fitch) | |
Joint Book-Running Managers: | Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC J.P. Morgan Securities LLC UBS Securities LLC | |
Co-Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC Lloyds Securities Inc. Wells Fargo Securities, LLC | |
JuniorCo-Managers: | Academy Securities, Inc. Mischler Financial Group, Inc. |
All terms used and not otherwise defined in this final pricing term sheet have the respective meanings assigned to such terms in the preliminary prospectus supplement, dated October 29, 2019 (the “Preliminary Prospectus Supplement”).
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC toll free at 1 (866)718-1649, Goldman Sachs & Co. LLC toll free at 1 (866)471-2526, J.P. Morgan Securities LLC collect at 1 (212)834-4533, or UBS Securities LLC toll free at 1 (888)827-7275.
* | The underwriters expect to deliver the notes to purchasers on or about November 1, 2019, which will be the third business day following the pricing of the notes (such settlement cycle being herein referred to as “T + 3”). Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle T + 3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing of the notes should consult their own advisor. |
** | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |