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 25, 2014
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-07511 | 04-2456637 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Lincoln Street, Boston, Massachusetts |
02111 | |
| (Address of principal executive offices) | (Zip Code) |
617-786-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2 below):
| ¨ | 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)) |
Item 8.01. Other Events
On November 25, 2014, State Street Corporation, a Massachusetts corporation (“State Street”), issued and sold 30,000,000 depositary shares (the “Depositary Shares”) each representing a 1/4,000th ownership interest in a share of State Street’s Non-Cumulative Perpetual Preferred Stock, Series E, without par value per share, with a liquidation preference of $100,000 per share (equivalent to $25 per Depositary Share), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-200321) and a related preliminary prospectus supplement and prospectus supplement, each as filed with the Securities and Exchange Commission. The sale of the Depositary Shares was made pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated November 18, 2014, between State Street and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. State Street received net proceeds from the offering of the Depositary Shares, after deducting expenses and underwriting discounts and commissions, of approximately $727.8 million.
In connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (the “Deposit Agreement”), dated November 25, 2014, with American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts.
The Deposit Agreement has been included as Exhibit 4.1 hereto. The Underwriting Agreement has been included as Exhibit 1.1 to State Street’s Current Report on Form 8-K, filed on November 24, 2014. The above descriptions of the Deposit Agreement and the Underwriting Agreement are qualified in their entirety by reference to such exhibits, which are incorporated herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated November 25, 2014, regarding the legality of the Depositary Shares to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated November 18, 2014, between State Street Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (filed as Exhibit 1.1 to State Street’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2014 and incorporated by reference herein). | |
| 4.1 | Deposit Agreement, dated November 25, 2014, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary), and the holders from time to time of the depositary receipts. | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated November 25, 2014. | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). | |
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/ Sean Newth | |
| Name: | Sean Newth | |
| Title: | Senior Vice President, Chief Accounting Officer and Corporate Controller | |
Date: November 25, 2014
Exhibit Index
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated November 18, 2014, between State Street Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (filed as Exhibit 1.1 to State Street’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2014 and incorporated by reference herein). | |
| 4.1 | Deposit Agreement, dated November 25, 2014, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary), and the holders from time to time of the depositary receipts. | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated November 25, 2014. | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). | |