State Street Corporation (“State Street”) (NYSE: STT) today
announced the commencement of a cash tender offer (the “Tender
Offer”) by its principal banking subsidiary, State Street Bank and
Trust Company (the “Bank”) for any and all of the outstanding
Floating Rate Junior Subordinated Debentures due 2047 listed in the
table below (the “2047 Debentures”), which were issued by State
Street.
The table below summarizes certain information regarding the
2047 Debentures and the Tender Offer, including the Tender Offer
Consideration and Early Tender Payment (each as defined below).
Title of Security
CUSIP Number
Issuer
Aggregate Principal
Amount
Outstanding
Interest Rate
Tender Offer
Consideration(1)
Early Tender
Payment(1)
Total
Consideration(1)(2)
Floating Rate Junior Subordinated
Debentures due 2047
857477AY9
State Street Corporation
$800,000,000
LIBOR plus 1.00%
$820
$30
$850
(1) Per $1,000 principal amount of 2047 Debentures validly
tendered (and not validly withdrawn) and accepted for purchase.
Excludes accrued and unpaid interest, which will be paid on 2047
Debentures accepted for purchase as described herein.
(2) Includes the Early Tender Payment for 2047 Debentures
validly tendered prior to the Early Tender Date (and not validly
withdrawn) and accepted for purchase.
The Tender Offer is being made pursuant to an Offer to Purchase,
dated October 21, 2019 (the “Offer to Purchase”), which sets forth
the terms and conditions of the Tender Offer. The Tender Offer will
expire at 5:00 pm, New York City time, on November 20, 2019, or any
other date and time to which the Bank extends the Tender Offer
(such date and time, as it may be extended, the “Expiration Date”),
unless the Tender Offer is earlier terminated. Holders of 2047
Debentures that are validly tendered and not validly withdrawn
prior to or at 5:00 p.m., New York City time, on November 1, 2019
(such date and time, as it may be extended, the “Early Tender
Date”), will be eligible to receive the Total Consideration (as
defined below), which is inclusive of the cash amount set forth in
the above table under the heading “Early Tender Payment” (the
“Early Tender Payment”). Holders of 2047 Debentures who validly
tender their 2047 Debentures after the Early Tender Date but prior
to the Expiration Date will only be eligible to receive the Tender
Offer Consideration (as defined below) and not the Early Tender
Payment.
All holders of 2047 Debentures accepted for purchase will also
receive accrued and unpaid interest on 2047 Debentures validly
tendered and accepted for purchase from the last interest payment
date up to, but not including, the settlement date for the 2047
Debentures purchased in the Tender Offer.
The consideration (the “Total Consideration”) offered per $1,000
principal amount of 2047 Debentures validly tendered and accepted
for purchase pursuant to the Tender Offer will be as specified in
the table above. The “Tender Offer Consideration” is equal to the
Total Consideration minus the Early Tender Payment.
The Tender Offer will expire on the Expiration Date. The
settlement date for the 2047 Debentures that are validly tendered
on or prior to the Expiration Date is expected to be November 22,
2019, the second business day following the Expiration Date,
assuming the conditions to the satisfaction of the Tender Offer are
satisfied.
2047 Debentures that are validly tendered may be validly
withdrawn at any time prior to or at 5:00 p.m., New York City time,
on November 1, 2019 (unless extended, the “Withdrawal Deadline”).
After such time 2047 Debentures may not be withdrawn unless the
Bank extends the Withdrawal Deadline.
The Bank’s obligation to accept for payment and to pay for
the 2047 Debentures validly tendered in the Tender Offer is not
subject to any minimum tender condition but is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase, including termination of State Street’s Replacement
Capital Covenant dated April 30, 2007 and amended May 13, 2016,
which is expected to occur following the settlement of the
Redemption (as defined below). Following the Tender Offer, the Bank
reserves the right, subject to applicable law, to: (i) waive any
and all conditions to the Tender Offer; (ii) extend or terminate
the Tender Offer; or (iii) otherwise amend the Tender Offer in any
respect.
State Street also announced today that it will redeem (the
“Redemption”) $50,100,000 of its $150,000,000 aggregate principal
amount outstanding of Floating Rate Junior Subordinated Deferrable
Interest Debentures, Series A, due May 15, 2028 (the “2028
Debentures”), at a redemption price equal to the outstanding
principal amount of the 2028 Debentures to be redeemed, plus
accrued and unpaid interest to, but not including, the redemption
date. The redemption date for the 2028 Debentures will be November
20, 2019.
Information Relating to the Tender
Offer
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are
acting as the dealer managers (the “Dealer Managers”) for the
Tender Offer. The information agent and tender agent is D.F. King
& Co. (“D.F. King”). Copies of the Offer to Purchase and
related offering materials are available by contacting D.F. King at
(800) 659-6590 (U.S. toll-free) or (212) 269-5550 (banks and
brokers). Questions regarding the Tender Offer should be directed
to Deutsche Bank Securities Inc., Liability Management Group, at
(212) 250-2955 (collect) or (866) 627-0391 (toll-free) or J.P.
Morgan Securities LLC, Liability Management Group, at (212)
834-8553 (collect) or (866) 834-4666 (toll free).
None of the Bank, State Street or their affiliates, their
respective boards of directors or managing members, the Dealer
Managers, D.F. King or the trustee of the 2047 Debentures is making
any recommendation as to whether holders of 2047 Debentures should
tender any 2047 Debentures in response to the Tender Offer, and
neither the Bank nor any such other person has authorized any
person to make any such recommendation. Holders of 2047 Debentures
must make their own decision as to whether to tender any of their
2047 Debentures, and, if so, the principal amount of 2047
Debentures to tender.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
The full details of the Tender Offer, including complete
instructions on how to tender 2047 Debentures, are included in the
Offer to Purchase. The Offer to Purchase contains important
information that should be read by holders of 2047 Debentures
before making a decision to tender any 2047 Debentures. The Offer
to Purchase may be downloaded from D.F. King’s website at
www.dfking.com/statestreet or obtained from D.F. King, free of
charge, by calling toll-free at (800) 249-7120 (bankers and brokers
can call collect at (212) 269-5550).
About State Street
Corporation
State Street Corporation (NYSE: STT) is one of the world's
leading providers of financial services to institutional investors,
including investment servicing, investment management and
investment research and trading. With $32.90 trillion in assets
under custody and administration and $2.95 trillion* in assets
under management as of September 30, 2019, State Street operates
globally in more than 100 geographic markets and employs
approximately 40,000 worldwide. For more information, visit State
Street's website at www.statestreet.com.
* Assets under management include the assets of the SPDR® Gold
ETF and the SPDR® Long Dollar Gold Trust ETF (approximately $44
billion as of September 30, 2019), for which State Street Global
Advisors Funds Distributors, LLC (SSGA FD) serves as marketing
agent; SSGA FD and State Street Global Advisors are affiliated.
Forward Looking
Statements
This press release contains forward-looking statements that
are not historical in nature. Such forward-looking statements are
subject to risks and uncertainties, including the risks related to
the acceptance of any tendered 2047 Debentures, the expiration and
settlement of the Tender Offer, the satisfaction of conditions to
the Tender Offer, whether the Tender Offer will be consummated in
accordance with terms set forth in the Offer to Purchase or at all,
the completion of the Redemption of 2028 Debentures and the timing
of any of the foregoing, competitive factors, government regulation
and general economic conditions and other risks and uncertainties
described in State Street’s periodic reports on file with the U.S.
Securities and Exchange Commission including the most recent
Quarterly Report on Form 10-Q of State Street, as filed with the
U.S. Securities and Exchange Commission. In some cases, you can
identify these statements by forward-looking words, such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,”
“project,” “should,” “will,” and similar words or expressions, the
negative or plural of such words or expressions and other
comparable terminology. Actual results may differ materially from
anticipated results. Neither State Street nor the Bank undertake to
update its forward-looking statements or any of the information
contained in this press release, including to reflect future events
or circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20191021005342/en/
Ilene Fiszel Bieler +1 617-664-3477
Marc Hazelton +1 617-513-9439
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