UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On August 3, 2023, State Street Corporation (“State Street”) issued $1,200,000,000 aggregate principal amount of 5.272% Senior Notes due 2026 (the “Fixed Rate Notes”) and $300,000,000 aggregate principal amount of Floating Rate Senior Notes due 2026 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-265877) 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 Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee. The form of Fixed Rate Note is filed as Exhibit 4.1 hereto and the form of Floating Rate Note is filed as Exhibit 4.2 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 July 31, 2023 (the “Underwriting Agreement”), entered into among State Street and Morgan Stanley & Co. LLC, Academy Securities, Inc., Goldman Sachs & Co. LLC and Loop Capital Markets LLC, 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 $1.494 billion, after deducting estimated expenses and underwriting discounts.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated August 3, 2023, 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
| * | 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: August 3, 2023 | ||||||