On November 21, 2023, State Street Corporation (“State Street”) issued $1,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2029 (the “Senior Notes”) and $500,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Subordinated Notes due 2034 (the “Subordinated Notes” and, together with the Senior Notes, the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-265877) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). The Senior Notes were issued pursuant to an Indenture dated as of October 31, 2014 (the “Senior Notes Base Indenture”) as supplemented by the First Supplemental Indenture dated as of May 8, 2017 (the “Senior Notes First Supplemental Indenture”) and the Second Supplemental Indenture dated as of March 30, 2020 (the “Senior Notes Second Supplemental Indenture” and, together with the Senior Notes Base Indenture and the Senior Notes First Supplemental Indenture, the “Senior Notes Indenture”), between State Street and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee. The Subordinated Notes were issued pursuant to an Indenture dated as of October 31, 2014 (the “Subordinated Notes Base Indenture”) as supplemented by the Supplemental Indenture dated as of November 2, 2017 (the “Subordinated Notes Supplemental Indenture” and, together with the Subordinated Notes Base Indenture, the “Subordinated Notes Indenture”), between State Street and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee. The form of Senior Note is filed as Exhibit 4.1 hereto and the form of Subordinated Note is filed as Exhibit 4.2 hereto. The Senior Notes Base Indenture has been included as Exhibit 4.2 to State Street’s Registration Statement on Form S-3, filed with the SEC on November 18, 2014. The Senior Notes First Supplemental Indenture has been included as Exhibit 4.1 to State Street’s current report on Form 8-K, filed with the SEC on May 8, 2017. The Senior Notes Second Supplemental Indenture has been included as Exhibit 4.1 to State Street’s current report on Form 8-K, filed with the SEC on March 30, 2020. The Subordinated Notes Base Indenture has been included as Exhibit 4.3 to State Street’s Registration Statement on Form S-3, filed with the SEC on November 18, 2014. The Subordinated Notes Supplemental Indenture has been included as Exhibit 4.5 to State Street’s Registration Statement on Form S-3, filed with the SEC on November 2, 2017.
The sale of the Notes was made pursuant to the terms of an underwriting agreement dated November 16, 2023 (the “Underwriting Agreement”), entered into among State Street and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Siebert Williams Shank & Co., LLC and UBS Securities LLC, as representatives of the underwriters named therein. The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
State Street expects to receive net proceeds from the offering of the Notes of approximately $1.492 billion, after deducting estimated expenses and underwriting discounts.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated November 21, 2023, regarding the legality of the Notes to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 to this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| * | Submitted electronically herewith |
