On November 4, 2022, State Street Corporation (“State Street”) issued $500,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2026 (the “Sustainability Notes”) and $500,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2028 (the “2028 Notes” and, together with the Sustainability 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 Notes were issued pursuant to an Indenture dated as of October 31, 2014 (the “Base Indenture”) as supplemented by the First Supplemental Indenture dated as of May 8, 2017 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of March 30, 2020 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “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 form of Sustainability Note is filed as Exhibit 4.1 hereto and the form of 2028 Note is filed as Exhibit 4.2 hereto. The 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 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 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 sale of the Notes was made pursuant to the terms of an underwriting agreement dated November 1, 2022 (the “Underwriting Agreement”), entered into among State Street and Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Academy Securities, Inc., 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 $995.5 million, after deducting estimated expenses and underwriting discounts and commissions. State Street intends to allocate an amount equal to the net proceeds from the sale of the Sustainability Notes, estimated to be approximately $498.0 million, to finance or refinance, in whole or in part, certain green or social eligible projects.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated November 4, 2022, 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.