State Street Corporation (NYSE:STT) entered into a definitive agreement to acquire Brown Brothers Harriman Investor Services Limited, Brown Brothers Harriman Fund Administration Services (Ireland) Limited, Brown Brothers Harriman Trustee Services (Ireland) Limited and Brown Brothers Harriman (Luxembourg) S.C.A. from Brown Brothers Harriman & Co. (BBH) for $3.5 billion on September 6, 2021. The consideration is payable in cash and is subject to customary adjustments. Under the agreement, State Street will acquire BBH's Investor Services business, including its custody, accounting, fund administration, global markets and technology services. Following the transaction, BBH will continue to independently own and operate its separate Private Banking and Investment Management businesses. State Street expects the transaction will be primarily financed through the issuance of common equity, the suspension of common share repurchases before resuming in the second quarter of 2022, and cash on hand. On September 9, 2021, State Street Corporation announced a public offering with net proceeds of approximately $1.9 billion which will be used to pay a portion of the cash consideration payable for, and certain costs associated with the acquisition. BBH Investor Services business reported revenues of $1.4 billion for the FY2020.

Upon closing of the transaction, BBH Investor Services employees including senior leaders and key partners will move to State Street. The senior management team will transition to State Street in executive leadership roles, and Seán Páircéir, currently partner and Global Head of Investor Services at BBH, will join State Street's Management Committee. The acquisition is subject to regulatory approvals and customary closing conditions and is expected to close by beginning of second quarter of 2022. The integration plan is expected to be executed largely over a 36-month period. As per update on April 6, 2022, State Street Corporation issued notice to its shareholders for annual general meeting to be held on May 18, 2022. The acquisition creates meaningful shareholder value by increasing State Street's earnings growth potential and its pre-tax margin medium-term target. The acquisition is expected to be accretive to earnings per share in year 1 and progressively accretive to mid-single digits over the phase-in period. State street proposed modifications in transaction which include changes to the operating model and legal entity structure and changes to the regulatory approvals required to complete the transaction. State Street is seeking amendments to the transaction terms, including the purchase price. Both BBH and our Board of Directors would need to review and approve the modified transaction in amended terms. Transaction is expected to close the transaction at the end of the fourth quarter of 2022

Goldman Sachs & Co. LLC served as financial advisor and Louis Goldberg, Luigi L. De Ghenghi, Brian Wolfe, Daniel E. Newman, Pritesh P. Shah, Jeffrey P. Crandall, Michael Mollerus and Howard Shelanski of Davis Polk & Wardwell LLP and Rafal Rapala, Karol Polosak and Anna Gwiazda of Freshfields Bruckhaus Deringer LLP served as legal advisors to State Street. Rafal Rapala, Karol Polosak and Anna Gwiazda of Kochanski Zieba & Partners acted as legal advisors to State Street. Lazard Ltd (NYSE:LAZ) served as financial advisor and H. Rodgin Cohen, Stephen M. Salley, Mehdi Ansari, and Heather L. Coleman from Sullivan & Cromwell LLP served as legal advisors to Brown Brothers Harriman & Co.

State Street Corporation (NYSE:STT) cancelled the acquisition of Brown Brothers Harriman Investor Services Limited, Brown Brothers Harriman Fund Administration Services (Ireland) Limited, Brown Brothers Harriman Trustee Services (Ireland) Limited and Brown Brothers Harriman (Luxembourg) S.C.A. from Brown Brothers Harriman & Co. (BBH) on November 30, 2022.