State Street Corporation
(“State Street”) (NYSE: STT) today announced the final tender
results of 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. The terms
of the Tender Offer are described in the Offer to Purchase, dated
October 21, 2019 (the “Offer to Purchase”).
As previously announced on
November 4, 2019, 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not validly withdrawn on or prior to 5:00 p.m., New York City time,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”). In addition,
following the Early Tender Deadline and on or prior to 5:00 p.m.,
New York City time, on November 20, 2019 (the “Expiration Date”),
approximately $7.6 million aggregate principal amount of the 2047
Debentures were validly tendered and not validly
withdrawn.
The Bank has accepted for
payment all 2047 Debentures validly tendered and not validly
withdrawn pursuant to the Tender Offer. The settlement date for all
of the 2047 Debentures that were validly tendered on or prior to
the Expiration Date is expected to be November 22, 2019.
The table below summarizes the aggregate principal amount of the
2047 Debentures validly tendered on or prior to the Expiration
Date, including the 2047 Debentures validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline:
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
$297,416,000
(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tendered (and not validly withdrawn) and accepted for purchase.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withdrawn) and accepted for purchase.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 who validly tendered
and did not validly withdraw on or prior to the Early Tender
Deadline shall 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 consideration (the “Total
Consideration”) to be paid 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 tendered their 2047 Debentures after the Early Tender
Deadline, but prior to the Expiration Date, shall 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 was 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 was
terminated on November 20, 2019.
Information Relating to the Tender
Offer
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC
acted 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 have made
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 have authorized any
person to make any such recommendation.
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 was made only pursuant to the Offer to Purchase
and only in such jurisdictions as was permitted under applicable
law. 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 settlement of the Tender Offer, including the timing of the
settlement, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191121005244/en/
Ilene Fiszel Bieler +1 617-664-3477 Marc Hazelton +1
617-513-9439
State Street (NYSE:STT)
Historical Stock Chart
From Mar 2024 to Apr 2024
State Street (NYSE:STT)
Historical Stock Chart
From Apr 2023 to Apr 2024