Item 8.01. Other Events
On January 24, 2020, State Street Corporation ("State Street") issued
$750,000,000 aggregate principal amount of 2.400% Senior Notes due 2030 (the
"Notes") in a public offering pursuant to a registration statement on Form S-3
(File No. 333-221293) 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
"Supplemental Indenture" and, together with the Base 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 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 sale of the Notes was made pursuant to the terms of an underwriting
agreement dated January 21, 2020 (the "Underwriting Agreement"), entered into
among State Street and Goldman Sachs & Co. LLC, Citigroup Global Markets 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 $742.7 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 January 24, 2020, 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 January 21, 2020, by and among State
Street Corporation, Goldman Sachs & Co. LLC, Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc., as representatives
of the several underwriters named therein
4.1 Form of 2.400% Senior Notes due 2030
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated
January 24, 2020
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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