Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 15 2023 - 5:22PM
Edgar (US Regulatory)
FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO. 333-265877
DATED MAY 15, 2023
STATE STREET CORPORATION
$1,000,000,000 Fixed-to-Floating Rate Senior Notes due 2034
Pricing Term Sheet
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Issuer: |
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State Street Corporation |
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Security: |
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Fixed-to-Floating Rate Senior Notes due 2034 |
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Aggregate Principal Amount: |
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$1,000,000,000 |
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Trade Date: |
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May 15, 2023 |
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Settlement Date*: |
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May 18, 2023 (T + 3) |
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Maturity Date: |
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May 18, 2034 |
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Price to Public (Issue Price): |
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100% |
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Fixed Rate Benchmark Treasury: |
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3.375% Notes due May 15, 2033 |
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Benchmark Treasury Price and Yield: |
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98-28; 3.509% |
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Fixed Rate Spread to Benchmark Treasury: |
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+165 basis points |
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Fixed Rate Period: |
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From, and including, May 18, 2023, to, but excluding, May 18, 2033 |
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Floating Rate Period: |
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From, and including, May 18, 2033, to, but excluding, the maturity date |
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Fixed Rate Coupon: |
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5.159%, payable semi-annually in arrears during the fixed rate period |
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Floating Period Base Rate: |
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SOFR (compounded daily over a quarterly interest payment period in accordance with the specific formula described in the Preliminary Prospectus Supplement). |
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Floating Rate Spread: |
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+189.0 basis points. In no event will the interest payable in respect of any interest payment period be less than zero |
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Interest Payment Dates: |
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Fixed rate period: Each May 18 and November 18, commencing on November 18, 2023 and including May 18, 2033 |
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Floating rate period: the second business day following each floating rate period end date; provided, that the interest payment date with respect to the final interest payment period will be the maturity date. If the
scheduled maturity date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled
maturity date. |
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Optional Redemption:
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The Issuer may redeem the notes, at its option, in whole, but not in part, on, and only on, May 18, 2033 at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest
thereon, if any, to, but excluding, the redemption date. |
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Calculation Agent: |
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State Street Bank, an affiliate thereof or any other bank or other entity as the Issuer may appoint |
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Day Count Convention: |
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Fixed rate period: 30/360
Floating rate period: Actual/360 |
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Business Day: |
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Fixed rate period: Boston and New York
Floating rate period: Boston and New York |
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Business Day Convention: |
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Fixed rate period: Following
Floating rate period: Modified following, adjusted |
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Denominations: |
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Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof |
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Currency: |
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U.S. Dollars |
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CUSIP: |
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857477CC5 |
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ISIN: |
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US857477CC50 |
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Expected Ratings**: |
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A1 / A / AA- (Moodys / S&P / Fitch) |
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Joint Book-Running Managers: |
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BofA Securities, Inc. Deutsche Bank Securities
Inc. Goldman Sachs & Co. LLC Samuel A.
Ramirez & Company, Inc. |
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Co-Managers: |
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CAVU Securities, LLC Independence Point
Securities LLC Siebert Williams Shank & Co., LLC |
All terms used and not otherwise defined in this final pricing term sheet have the respective meanings
assigned to such terms in the preliminary prospectus supplement, dated May 15, 2023 (the Preliminary Prospectus Supplement).
The
Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll free at 1 (800) 294-1322, Deutsche Bank
Securities Inc. toll free at 1 (800) 503-4611, Goldman Sachs & Co. LLC toll free at 1 (866) 471-2526 or Samuel A. Ramirez & Company, Inc. toll free at
1 (800) 888-4086.
The notes may not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act (FinSA), and no application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this pricing term sheet
nor the Preliminary Prospectus Supplement nor any other offering or marketing material relating to the notes constitutes a prospectus pursuant to the FinSA, and neither this pricing term sheet nor the Preliminary Prospectus Supplement nor any other
offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.
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The underwriters expect to deliver the notes to purchasers on or about May 18, 2023, which will be the
third business day following the pricing of the notes (such settlement cycle being herein referred to as T + 3). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in
the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding the settlement
date will be required, by virtue of the fact that the notes initially will settle T + 3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the
notes prior to the second business day preceding the settlement date should consult their own advisor. |
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A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time. |
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