What security did M&T Bank Corporation issue?

M&T issued 30,000,000 Depositary Shares, each representing a 1/400th interest in a share of its Perpetual 7.500% Non-Cumulative Preferred Stock, Series J, with a liquidation preference of $10,000 per share ($25 per Depositary Share).

How is the dividend structured?

Dividends are noncumulative and accrue at 7.500% per annum on the $10,000 stated amount per share. If declared by the board or a authorized committee, they are payable quarterly on March 15, June 15, September 15 and December 15, beginning September 15, 2024, and cannot be paid where doing so would violate laws or capital adequacy rules.

When can M&T redeem the Series J Preferred Stock?

M&T may redeem the stock in whole or in part on any dividend payment date on or after June 15, 2029, or in whole, but not in part, within 90 days after a regulatory capital treatment event, in each case at $10,000 per share plus any declared but unpaid dividends.

What is the ranking of the Series J Preferred Stock?

The Series J Preferred Stock ranks senior to M&T's common stock, equally with its outstanding Series E, F, G, H and I preferred stock, and at least equally with other preferred series M&T may issue, except for any senior stock issued with the consent of Series J holders and all parity stock.

Do Series J holders have voting rights?

Voting rights are limited. Holders may vote on authorizing or increasing senior stock, certain amendments to the Series J terms, certain share exchanges, reclassifications, mergers or consolidations, electing directors after certain dividend non-payments, and as required by law. Depositary Share holders vote through Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.

M&T Bank 8-K: Shareholder Matters & Corporate Changes

01—Abstract

Summary

Summary of the 8-K filed May 13, 2024. Cited figures are marked; the original filing is the authoritative source.

On May 9, 2024, M&T Bank Corporation filed a certificate of amendment with the New York State Department of State establishing a new series of preferred stock, the Perpetual 7.500% Non-Cumulative Preferred Stock, Series J, with a liquidation preference of $10,000^a per share.

The offering was made under an Underwriting Agreement dated May 6, 2024 with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters. M&T agreed to sell 30,000,000 depositary shares, each representing a 1/400th interest in a share of Series J Preferred Stock, and the public offering was completed on May 13, 2024.

The Series J Preferred Stock ranks senior to common stock and equally with M&T's outstanding Series E, F, G, H and I preferred stock. Dividends are noncumulative and, if declared, are payable quarterly on March 15, June 15, September 15 and December 15, beginning September 15, 2024, at a rate of 7.500% per annum on the $10,000^b stated amount per share ($25 per Depositary Share). Dividends may not be paid to the extent doing so would cause M&T to fail to comply with applicable laws and capital adequacy rules.

If dividends are not declared, M&T faces restrictions on paying dividends or making distributions on common stock and on parity or junior preferred stock. The Series J Preferred Stock is perpetual with no maturity date. M&T may redeem it in whole or in part on any dividend payment date on or after June 15, 2029, or in whole within 90 days following a regulatory capital treatment event, at $10,000^c per share ($25 per Depositary Share) plus declared but unpaid dividends.

Voting rights are limited to specified matters, including authorizing senior stock, certain changes to the Series J terms, certain share exchanges, mergers or consolidations, and electing directors after certain dividend non-payments. Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, handle voting by Depositary Share holders.

02—Key points

Key Highlights

M&T filed a Certificate of Amendment on May 9, 2024 establishing the Perpetual 7.500% Non-Cumulative Preferred Stock, Series J, with a $10,000 per share liquidation preference.
The offering comprised 30,000,000 Depositary Shares, each representing a 1/400th interest in a share of Series J Preferred Stock, and was completed on May 13, 2024.
Series J Preferred Stock ranks senior to common stock and equally with Series E, F, G, H and I preferred stock.
Dividends are noncumulative and, if declared, payable quarterly at 7.500% per annum ($25 per Depositary Share), beginning September 15, 2024.
M&T may redeem the Series J Preferred Stock on or after June 15, 2029, or in whole within 90 days after a regulatory capital treatment event, at $10,000 per share plus declared but unpaid dividends.
Series J voting rights are limited to specified matters, including authorizing senior stock, certain amendments, certain share exchanges, mergers or consolidations, and electing directors after certain dividend non-payments.
The offering was registered under the Securities Act of 1933 on Form S-3ASR (File No. 333-274646).

03—Questions

Frequently Asked Questions

What security did M&T Bank Corporation issue?
M&T issued 30,000,000 Depositary Shares, each representing a 1/400th interest in a share of its Perpetual 7.500% Non-Cumulative Preferred Stock, Series J, with a liquidation preference of $10,000 per share ($25 per Depositary Share).
How is the dividend structured?
Dividends are noncumulative and accrue at 7.500% per annum on the $10,000 stated amount per share. If declared by the board or a authorized committee, they are payable quarterly on March 15, June 15, September 15 and December 15, beginning September 15, 2024, and cannot be paid where doing so would violate laws or capital adequacy rules.
When can M&T redeem the Series J Preferred Stock?
M&T may redeem the stock in whole or in part on any dividend payment date on or after June 15, 2029, or in whole, but not in part, within 90 days after a regulatory capital treatment event, in each case at $10,000 per share plus any declared but unpaid dividends.
What is the ranking of the Series J Preferred Stock?
The Series J Preferred Stock ranks senior to M&T's common stock, equally with its outstanding Series E, F, G, H and I preferred stock, and at least equally with other preferred series M&T may issue, except for any senior stock issued with the consent of Series J holders and all parity stock.
Do Series J holders have voting rights?
Voting rights are limited. Holders may vote on authorizing or increasing senior stock, certain amendments to the Series J terms, certain share exchanges, reclassifications, mergers or consolidations, electing directors after certain dividend non-payments, and as required by law. Depositary Share holders vote through Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.

04—Continue

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