8-KShareholder MattersCorporate ChangesOther Events+1

STATE STREET CORP 8-K Report, Rights Modification (Jan 25, 2008)

Filed January 25, 2008For Securities:STTSTT-PG

Summary

State Street Corporation (STT) filed a Form 8-K on January 25, 2008, detailing a significant capital raising event. The company's subsidiary, State Street Capital Trust III, issued $500 million in "Normal APEX" securities through a public offering. These "Normal APEX" securities are comprised of junior subordinated debentures issued by State Street and stock purchase contracts for State Street's Series A Preferred Stock. The offering was scheduled for completion on January 25, 2008, subject to customary closing conditions. This transaction involves the creation of a new series of preferred stock, "Non-Cumulative Perpetual Preferred Stock, Series A," by State Street. The issuance of this preferred stock will introduce certain restrictions on State Street's ability to declare dividends or repurchase its common and preferred stock, which are outlined in the Articles of Amendment filed with this report. Investors should note that the "Normal APEX" securities are complex financial instruments with features tied to both debt and equity components of State Street.

Key Highlights

  • 1State Street Corporation's subsidiary, State Street Capital Trust III, is issuing $500 million of "Normal APEX" securities.
  • 2The offering involves the issuance of 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (Normal APEX).
  • 3Each Normal APEX consists of $1,000 principal amount of Remarketable 6.001% Junior Subordinated Debentures due 2042 issued by State Street.
  • 4Each Normal APEX also includes a stock purchase contract obligating the trust to purchase, and State Street to sell, one share of State Street's Perpetual Non-Cumulative Preferred Stock, Series A.
  • 5State Street has created and filed Articles of Amendment to establish "Non-Cumulative Perpetual Preferred Stock, Series A."
  • 6The issuance of the Preferred Stock Series A will impose restrictions on State Street's dividend payments and share repurchases.
  • 7The offering was scheduled to close on January 25, 2008, contingent upon standard closing conditions and the absence of material adverse changes.

Frequently Asked Questions

This filing announces a material event for State Street Corporation: the issuance of $500 million in capital securities through its subsidiary, State Street Capital Trust III. It details the structure of these securities and the creation of a new series of preferred stock by State Street.

'Normal APEX' securities are a complex financial instrument issued by State Street Capital Trust III. Each unit comprises a portion of State Street's subordinated debt and a contract to purchase State Street's Series A Preferred Stock in the future. The offering yields 8.250% Fixed-to-Floating Rate.

The issuance of the Series A Preferred Stock, which is part of the 'Normal APEX' structure, will lead to restrictions on State Street's ability to pay dividends on or repurchase its common and preferred stock. This could impact shareholder returns and corporate actions related to equity.

The Remarketable 6.001% Junior Subordinated Debentures due 2042 are included within the Normal APEX structure.