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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2019
______________________
State Street Corporation
(Exact Name of Registrant as Specified in Charter)
____________________
Massachusetts
 
001-07511
 
04-2456637
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
 
One Lincoln Street
 
Boston
Massachusetts
02111
 
(Address of principal executive offices, and Zip Code)
 
Registrant’s telephone number, including area code:
(617)
786-3000
________________
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
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $1 par value per share
 
STT
 
New York Stock Exchange
 
 
 
 
 
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRC
 
New York Stock Exchange
Non-Cumulative Perpetual Preferred Stock, Series C, without par value per share
 
 
 
 
 
 
 
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRD
 
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share
 
 
 
 
 
 
 
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRE.CL
 
New York Stock Exchange
Non-Cumulative Perpetual Preferred Stock, Series E, without par value per share
 
 
 
 
 
 
 
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRG
 
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share
 
 
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.
Other Events.

On November 21, 2019, State Street Corporation (“State Street”) issued a press release announcing 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, for any and all of State Street’s $800,000,000 aggregate principal amount of outstanding Floating Rate Junior Subordinated Debentures due 2047 (the “2047 Debentures”).

The Tender Offer was conditioned on termination of State Street’s replacement capital covenant dated April 30, 2007 (the “Original RCC”), as amended by the amendment to replacement capital covenant dated May 13, 2016 (the “RCC Amendment” and, together with the Original RCC, the “RCC”). The RCC was terminated automatically without further action on November 20, 2019, following the settlement of State Street’s previously announced partial redemption of its Floating Rate Subordinated Deferrable Interest Debentures, Series A, due May 15, 2028 on November 20, 2019 and the redesignation of State Street’s 2.650% Senior Notes due 2026 as covered debt for the purposes of the RCC.

A copy of State Street’s press release announcing the final results of the Tender Offer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are for information purposes only and do not constitute an offer to purchase the 2047 Debentures. The Original RCC is incorporated by reference herein as Exhibit 99.2 and the RCC Amendment is incorporated by reference herein as Exhibit 99.3.


Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.


 
 
 
*
 
Submitted electronically herewith




SIGNATURES
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
 
 
 
 
 
 
 
 
 
By:
 
/s/ IAN W. APPLEYARD
 
 
 
Name:
 
Ian W. Appleyard
 
 
 
Title:
 
Executive Vice President, Global Controller and Chief Accounting Officer
Date:
November 21, 2019
 
 
 
 



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