Item 8.01. Other Events
On November 18, 2021, State Street Corporation ("State Street") issued
$500,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes
due 2027 (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 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 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 4.2
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 15, 2021 (the "Underwriting Agreement"), entered into
among State Street and Morgan Stanley & Co. LLC, Academy Securities, Inc., BofA
Securities, Inc. and Deutsche Bank 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 $497.3 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 November 18, 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
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated November 15, 2021, by and among State
Street Corporation and Morgan Stanley & Co. LLC, Academy Securities,
Inc., BofA Securities, Inc. and Deutsche Bank Securities Inc., as
representatives of the several underwriters named therein
4.1 Form of Fixed-to-Floating Rate Senior Notes due 2027
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated
November 18, 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
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