Item 7.01. Regulation FD Disclosure.
On September 6, 2022, State Street Corporation provided an update regarding its
proposed acquisition of Brown Brothers Harriman's Investor Services business,
which remains subject to regulatory approvals and other closing conditions.
State Street continues to believe the strategic rationale for the transaction
remains attractive. State Street and BBH are working together on a modified
structure, terms and valuation of State Street's proposed acquisition of BBH's
Investor Services business and are reviewing the planned approach with
regulators. As a result, the acquisition agreement currently remains in place
beyond the previously announced date of September 6, 2022. We have no additional
updates at this time.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of United
States securities laws, including statements about our goals and expectations
regarding our proposed acquisition of the Brown Brothers Harriman (BBH) Investor
Services business. Forward-looking statements are often, but not always,
identified by such forward-looking terminology as "believe", "propose," "plan,"
"outlook," "intend," "target," "guidance," "expect," "priority," "objective,"
"forecast," "anticipate," "estimate," "seek," "may," "will," "trend," "strategy"
and "goal," or similar statements or variations of such terms. These statements
are not guarantees of future performance, are inherently uncertain, are based on
current assumptions that are difficult to predict and involve a number of risks
and uncertainties. Therefore, actual outcomes and results may differ materially
from what is expressed in those statements, and those statements should not be
relied upon as representing our expectations or beliefs as of any time
subsequent to the time this report is first filed with the Securities and
Exchange Commission (SEC).
Important factors that may affect future results and outcomes include, but are
not limited to:
•The consummation of our proposed acquisition of the BBH Investor Services
business is subject to the receipt of regulatory approvals and the satisfaction
of other closing conditions, the failure or delay of which may prevent or
further delay the consummation of the acquisition; and
•We have been engaged in discussions with banking regulators regarding our
proposed acquisition of the BBH Investor Services business and have developed
with BBH proposed modifications to the proposed acquisition, including changes
to the operating model and legal entity structure and changes to regulatory
approvals required to consummate the transaction. These proposed modifications
may facilitate resolution of the regulatory review process and provide a path to
consummating the transaction. As part of the discussions with BBH, State Street
is seeking amendments to the transaction terms, including the purchase price.
Any modification to the transaction terms would be subject to review and
approval by both BBH and our Board of Directors, and there can be no assurance
that a mutually acceptable modified transaction will be entered into or as to
the timing or outcome of any regulatory approvals and other closing conditions
for that modified transaction; and absent further agreement of the parties,
after September 6, 2022 either party can terminate the transaction without
penalty;
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Other important factors that could cause actual results to differ materially
from those indicated by any forward-looking statements are set forth in our 2021
Annual Report on Form 10-K and our subsequent SEC filings. We encourage
investors to read these filings, particularly the sections on risk factors, for
additional information with respect to any forward-looking statements and prior
to making any investment decision. The forward-looking statements contained in
this report should not by relied on as representing our expectations or beliefs
as of any time subsequent to the time this report is first filed with the SEC,
and we do not undertake efforts to revise those forward-looking statements to
reflect events after that time.
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