State Street Corporation
(“State Street”) (NYSE: STT) today announced that, pursuant to the
previously announced 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,
approximately $289.8 million in aggregate principal amount of the
2047 Debentures were validly tendered and not validly withdrawn on
or prior to 5:00 p.m., New York City time, on November 1, 2019 (the
“Early Tender Deadline”). The terms of the Tender Offer are
described in the Offer to Purchase, dated October 21, 2019 (the
“Offer to Purchase”) and remain unchanged.
The table below summarizes
certain information regarding the 2047 Debentures and the Tender
Offer:
Title of Security
CUSIP Number
Issuer
Aggregate Principal Amount
Outstanding
Interest Rate
Tender Offer Consideration
(1)
Early Tender
Payment (1)
Total Consideration
(1)(2)
Principal Amount
Tendered
Floating Rate Junior Subordinated
Debentures
due 2047
857477AY9
State Street Corporation
$800,000,000
LIBOR plus 1.00%
$820
$30
$850
$289,820,000
(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tendered (and not validly withdrawn) and accepted for purchase.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withdrawn) and accepted for purchase.
Holders of 2047 Debentures
validly tendered and not validly withdrawn on or prior to the Early
Tender Deadline, which has now passed, are eligible to receive the
applicable Total Consideration (as defined below), which includes
an early tender payment of $30 per $1,000 principal amount of 2047
Debentures tendered by such holders and accepted for purchase by
the Bank (the “Early Tender Payment”). Accrued and unpaid interest up to, but not including,
the settlement date will be paid in cash on all validly tendered
2047 Debentures accepted and purchased by the Bank in the Tender
Offer.
The Tender Offer is scheduled
to 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. 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 including termination of
State Street’s Replacement Capital Covenant (as described below)
are satisfied.
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. Holders of 2047 Debentures who
validly tender their 2047 Debentures after the Early Tender
Deadline, which has now passed, but prior to the Expiration Date
will be eligible to receive only the Tender Offer Consideration and
not the Early Tender Payment.
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 State
Street’s previously announced partial redemption of its Floating
Rate Junior Subordinated Deferrable Interest Debentures, Series A,
due May 15, 2028 on November 20, 2019 (the “Redemption”). 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.
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 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 Annual
Report on Form 10-K 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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Ilene Fiszel Bieler +1 617-664-3477
Marc Hazelton +1 617-513-9439
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