Current Report Filing (8-k)
April 08 2016 - 2:53PM
Edgar (US Regulatory)
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): April 4,
2016
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Massachusetts
|
|
001-07511
|
|
04-2456637
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
One Lincoln Street, Boston, Massachusetts
|
|
02111
|
(Address of principal executive offices)
|
|
(Zip Code)
|
617-786-3000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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))
|
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 8, 2016, State Street Corporation, a Massachusetts corporation, filed Articles of Amendment with the Secretary of the
Commonwealth of Massachusetts for the purpose of amending its Articles of Organization to fix the designations, preferences, limitations and relative rights of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without
par value per share, with a liquidation preference of $100,000 per share. A copy of the Articles of Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events
On
April 4, 2016, State Street Corporation, a Massachusetts corporation (State Street), entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives for the several underwriters listed on Schedule I thereto. The Underwriting Agreement relates to the issue and sale by State Street of
20,000,000 depositary shares (the Depositary Shares), each representing a 1/4,000th ownership interest in a share of State Streets Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per
share, with a liquidation preference of $100,000 per share (the Preferred Stock), created pursuant to the Articles of Amendment described under Item 5.03 above, in an underwritten public offering described below.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached
hereto as Exhibit 1.1 and is incorporated herein by reference. The public offering of the Depositary Shares by State Street is contemplated by the Underwriting Agreement and is made pursuant to a registration statement on Form S-3 (File
No. 333-200321), filed with the Securities and Exchange Commission (the SEC) on November 18, 2014, a base prospectus also filed with the SEC on November 18, 2014 (the Base Prospectus), a preliminary prospectus
supplement, filed with the SEC on April 4, 2016 (the Preliminary Prospectus Supplement), and a prospectus supplement, filed with the SEC on April 6, 2016 (the Prospectus Supplement; and, together with the Base
Prospectus and the Preliminary Prospectus Supplement, the Prospectus). The offering was priced at $25 per depositary share. The net proceeds to State Street from the offering will be approximately $493.9 million, after
deducting expenses and underwriting discounts and commissions. State Street intends to use up to approximately $485 million of the net proceeds of this offering to fund the cash consideration payable for its planned acquisition of GE Asset
Management, an asset management business. Prior to the anticipated closing of the GE Asset Management acquisition, State Street plans to invest these proceeds in cash and short-term cash equivalents. State Street intends to use the remaining net
proceeds of the offering for general corporate purposes, which may include, without limitation, working capital, capital expenditures, investments in or loans to State Street subsidiaries, refinancing of outstanding indebtedness, refinancing of
outstanding capital securities, share repurchases (including, but not limited to, repurchases of State Streets common stock), dividends, funding potential future acquisitions and satisfaction of other obligations. The precise amounts and
timing of these uses of proceeds will depend on the funding requirements of State Street and its subsidiaries.
In connection with the
underwritten public offering of the Depositary Shares, State Street expects to enter into a deposit agreement (the Deposit Agreement) with American Stock Transfer & Trust Company, LLC (as depositary) and the holders from time to
time of the depositary receipts. The Deposit Agreement will be filed at a later date.
Item 9.01. Financial Statements and Exhibits
|
|
|
Exhibit No.
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement, dated April 4, 2016, between State Street Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as
representatives for the several underwriters named therein.
|
|
|
4.1
|
|
Articles of Amendment of State Street Corporation with respect to the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, filed on April 8, 2016.
|
|
|
4.2
|
|
Form of certificate representing the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G.
|
SIGNATURES
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.
|
|
|
STATE STREET CORPORATION
|
|
|
By:
|
|
/s/ Sean Newth
|
Name:
|
|
Sean Newth
|
Title:
|
|
Senior Vice President, Chief Accounting Officer and Corporate Controller
|
Date: April 8, 2016
Exhibit Index
|
|
|
Exhibit No.
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement, dated April 4, 2016, between State Street Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as
representatives for the several underwriters.
|
|
|
4.1
|
|
Articles of Amendment of State Street Corporation with respect to the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, filed on April 8, 2016.
|
|
|
4.2
|
|
Form of certificate representing the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G.
|
State Street (NYSE:STT)
Historical Stock Chart
From Jun 2024 to Jul 2024
State Street (NYSE:STT)
Historical Stock Chart
From Jul 2023 to Jul 2024