8-KOther EventsExhibits & Filings

STATE STREET CORP 8-K Report, Corporate Update (Dec 19, 2012)

Filed December 19, 2012For Securities:STTSTT-PG

Summary

State Street Corporation's wholly-owned subsidiary, State Street Bank and Trust Company, successfully closed an offering of $1 billion in Extendible Senior Unsecured Floating Rate Notes due in 2014, with a final maturity in 2016. These notes, issued under an exemption from registration, offer investors a floating interest rate tied to a base rate (primarily three-month LIBOR) plus a margin. A key feature for investors is the "extendible" nature of the notes, allowing holders to elect to extend the maturity date monthly from January 2013 through December 2014. The company also entered into a fiscal agency agreement with U.S. Bank National Association, which includes customary covenants, such as restrictions on mergers or asset sales to ensure the protection of noteholders.

Key Highlights

  • 1State Street Bank and Trust Company issued $1 billion in floating rate notes.
  • 2The notes have an initial maturity in 2014 and a final maturity in 2016.
  • 3Holders have the option to extend the maturity date of the notes monthly.
  • 4Interest payments are floating, based on a base rate (e.g., LIBOR) plus a margin.
  • 5The offering was conducted under an exemption from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  • 6The company has the option to redeem the notes from January 15, 2015 onwards.
  • 7A fiscal agency agreement was established with U.S. Bank National Association, including protective covenants for noteholders.

Frequently Asked Questions

This Form 8-K filing announces the closing of a $1 billion offering of Extendible Senior Unsecured Floating Rate Notes by State Street Bank and Trust Company, a subsidiary of State Street Corporation.

The notes are floating rate notes, meaning the interest paid will fluctuate based on a base rate (typically three-month LIBOR) plus an applicable margin. Importantly, they are 'extendible,' giving holders the option to elect to extend the maturity date on a monthly basis between January 2013 and December 2014.

State Street Bank has the option to redeem the notes, in whole or in part, from January 15, 2015, onwards. Additionally, if a noteholder does not elect to extend the maturity of their note, the bank has the option to redeem that specific note on an upcoming interest payment date.

Yes, the fiscal agency agreement includes customary covenants that restrict State Street Bank from consolidating, merging, or selling substantially all of its assets unless the acquiring entity expressly assumes the obligations related to the notes and no default occurs.