SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of Registrant as Specified in its Charter)
(State or other jurisdiction
|(Address of principal executive offices, and Zip Code)|
Registrant’s 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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Depositary Shares, each representing a 1/4,000th ownership interest in a share of|
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
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.|| |
On March 3, 2021, State Street Corporation (“State Street”) issued $850,000,000 aggregate principal amount of 2.200% Senior Subordinated Notes due 2031 (the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-238861) 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 November 2, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between State Street and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee. The form of Note is filed as Exhibit 4.1 hereto. The Base Indenture has been included as Exhibit 4.3 to State Street’s Registration Statement on Form S-3, filed with the SEC on November 18, 2014. The Supplemental Indenture has been included as Exhibit 4.5 to State Street’s Registration Statement on Form S-3, filed with the SEC on November 2, 2017.
The sale of the Notes was made pursuant to the terms of an underwriting agreement dated February 26, 2021 (the “Underwriting Agreement”), entered into among State Street and BofA Securities, Inc., CastleOak Securities, L.P., Goldman Sachs & Co. LLC and Siebert Williams Shank & Co., LLC, 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 $842.4 million, after deducting estimated expenses and underwriting discounts and commissions.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated March 3, 2021, 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.
|Item 9.01.|| |
Financial Statements and Exhibits
|1.1||Underwriting Agreement, dated February 26, 2021, by and among State Street Corporation and BofA Securities, Inc., CastleOak Securities, L.P., Goldman Sachs & Co. LLC and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters named therein|
|4.1||Form of 2.200% Senior Subordinated Notes due 2031|
|5.1||Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated March 3, 2021|
|23.1||Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included as part of Exhibit 5.1)|
|*104||Cover Page Interactive Data File (formatted as Inline XBRL)|
Submitted electronically herewith
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.
|STATE STREET CORPORATION|
|Name:||Ian W. Appleyard|
|Title:||Executive Vice President, Global Controller and Chief Accounting Officer|
Date: March 3, 2021