8-KRegulation FDOther EventsExhibits & Filings

STATE STREET CORP 8-K Report, Regulation FD Disclosure (Sep 7, 2021)

Filed September 7, 2021For Securities:STTSTT-PG

Summary

State Street Corporation (STT) announced on September 7, 2021, a definitive agreement to acquire Brown Brothers Harriman's (BBH) Investor Services business for $3.5 billion in cash. This strategic acquisition includes BBH's custody, accounting, fund administration, global markets, and technology services, significantly expanding State Street's capabilities and market presence. The transaction is anticipated to close by year-end 2021, subject to regulatory approvals and customary closing conditions. State Street plans to finance the acquisition primarily through the issuance of common equity and cash on hand, while temporarily suspending its common share repurchase program until the second quarter of 2022. This move signals a focus on strengthening the balance sheet and funding growth through equity while managing capital prudently. Investors should note the company's forward-looking statements regarding the expected benefits and integration of BBH's business, alongside the inherent risks and uncertainties associated with such a large transaction, including potential integration challenges and regulatory hurdles.

Key Highlights

  • 1State Street to acquire Brown Brothers Harriman's Investor Services business for $3.5 billion in cash.
  • 2Acquisition includes custody, accounting, fund administration, global markets, and technology services from BBH.
  • 3Transaction is targeted to close by year-end 2021, pending regulatory approvals and closing conditions.
  • 4Financing to be primarily through common equity issuance and cash on hand.
  • 5Common share repurchase program to be suspended until Q2 2022.
  • 6Company provided a slide presentation on September 7, 2021, detailing the acquisition highlights.
  • 7Forward-looking statements highlight potential benefits but also acknowledge significant risks and uncertainties related to integration and regulatory approval.

Frequently Asked Questions

This 8-K filing announces State Street Corporation's definitive agreement to acquire the Investor Services business of Brown Brothers Harriman (BBH) for $3.5 billion. It also includes a slide presentation providing highlights of the proposed acquisition.

State Street expects to finance the acquisition primarily through the issuance of common equity and cash on hand. The company will also suspend its common share repurchase program until the second quarter of 2022.

The parties are targeting year-end 2021 for the completion of the acquisition, subject to obtaining necessary regulatory approvals and satisfying customary closing conditions.

The filing highlights several risks, including the possibility that anticipated benefits may not be realized, challenges in integrating BBH's business (clients, systems, technology, personnel), potential regulatory hurdles and conditions, and adverse reactions from clients, employees, or regulators. It also mentions competition, economic conditions, and the general uncertainty inherent in forward-looking statements.