Current Report Filing (8-k)
May 08 2017 - 4:33PM
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): May 8, 2017
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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001-07511
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04-2456637
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Lincoln Street, Boston, Massachusetts
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02111
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(Address of principal executive offices)
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(Zip Code)
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617-786-3000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01. Other Events
State Street Corporation (State Street) has amended its Senior Debt Indenture dated October 31, 2014 (the Senior
Indenture), between State Street and U.S. Bank National Association, as Trustee (the Trustee) under which it issues senior debt securities from time to time. These amendments, among other things:
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limit the events of default under the senior debt securities and permit acceleration of amounts due under the senior debt securities to (i) specified defaults in the payment of principal, premium, sinking fund
payments and interest on the senior debt securities that continue for a 30 day grace period and (ii) certain insolvency events involving State Street;
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specifically permit transfers of State Streets assets substantially as an entirety to one or more of its subsidiaries without restriction; and
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amend the covenant limiting dispositions and issuances of voting stock of State Streets principal banking subsidiary, State Street Bank and Trust Company (the Bank), to permit transfers of such voting
stock to one or more U.S. or foreign subsidiaries of State Street, so long as after giving effect to any such disposition or issuance State Street will own, directly or indirectly, in the aggregate, at least 80% of the voting stock of the Bank.
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These changes will only apply to senior debt securities that State Street issues on or after May 8, 2017.
The changes referenced above are set forth in the First Supplemental Indenture dated May 8, 2017, between State Street and the Trustee,
which amends and supplements the Senior Indenture. A copy of the First Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and the description above is qualified in its entirety by reference to the full text of Exhibit
4.1.
Item 9.01. Financial Statements and Exhibits
The following exhibit is filed herewith in connection with State Streets automatic shelf registration statement on Form S-3 (File
No. 333-200321) (as amended, the Registration Statement).
(d) Exhibits.
The following exhibit is incorporated by reference into the Registration Statement as an exhibit thereto and is filed as part of this Current
Report:
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Exhibit No.
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Description
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4.1
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First Supplemental Indenture, dated as of May 8, 2017, between State Street Corporation and U.S. Bank National Association, as Trustee
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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.
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STATE STREET CORPORATION
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By:
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/s/ Sean Newth
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Name:
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Sean Newth
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Title:
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Senior Vice President,
Chief Accounting
Officer and Controller
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Date: May 8, 2017
Exhibit Index
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Exhibit No.
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Description
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4.1
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First Supplemental Indenture, dated as of May 8, 2017, between State Street Corporation and U.S. Bank National Association, as Trustee
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