M&T BANK CORP false 0000036270 --12-31 0000036270 2021-08-12 2021-08-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2021

 

 

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York

(State or other jurisdiction of incorporation)

 

1-9861   16-0968385

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One M&T Plaza, Buffalo, New York   14203
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (716) 635-4000

(NOT APPLICABLE)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbols

 

Name of Each Exchange

on Which Registered

Common Stock, $.50 par value   MTB   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

On August 12, 2021, M&T Bank Corporation (“M&T”) filed a certificate of amendment (the “Certificate of Amendment”) with the New York State Department of State establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of its preferred stock designated as the Perpetual 3.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series I, par value $1.00 per share, liquidation preference $10,000 per share (the “Series I Preferred Stock”). The Certificate of Amendment was filed in connection with an Underwriting Agreement, dated August 10, 2021 (the “Underwriting Agreement”), with RBC Capital Markets, LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), under which M&T agreed to sell to the Underwriters 500,000 depositary shares (the “Depositary Shares”) each representing a 1/10th interest in a share of the Series I Preferred Stock.

The Series I Preferred Stock ranks senior to the common stock of M&T, equally with M&T’s outstanding Series E, F and G preferred stock, and at least equally with each other series of preferred stock M&T may issue, including the Series H preferred stock to be issued in connection with the completion of M&T’s pending acquisition of People’s United Financial, Inc. (except for any senior capital stock that may be issued with the requisite consent of the holders of the Series I Preferred Stock and all parity stock), with respect to payments of dividends and distributions of assets upon liquidation, dissolution or winding up.

Under the terms of the Series I Preferred Stock, the ability of M&T to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series I Preferred Stock, is subject to restrictions in the event that M&T does not declare dividends on the Series I Preferred Stock for the most recently completed dividend period, or, in the case of a liquidation payment, does not pay to holders of the Series I Preferred Stock the stated amount of $10,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

The terms of the Series I Preferred Stock are more fully described in the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On August 12, 2021, M&T filed with the New York State Department of State the Certificate of Amendment for the purpose of fixing the designations, preferences, limitations and relative rights of the Series I Preferred Stock. The Certificate of Amendment became effective immediately upon filing, and the public offering of the Depositary Shares representing interests in the Series I Preferred Stock was completed on August 17, 2021 (as described below).

Holders of the Series I Preferred Stock will be entitled to receive, when, as and if declared by M&T’s board of directors or any duly authorized committee of M&T’s board, out of assets legally available for payment, noncumulative cash dividends based on the stated amount of $10,000 per share of Series I Preferred Stock (equivalent to $1,000 per Depositary Share). If declared by M&T’s board of directors or any duly authorized committee of M&T’s board, M&T will pay dividends on the Series I Preferred Stock through the redemption date of the Series I Preferred Stock, if any, semi-annually, in arrears, on March 1 and September 1 of each year, beginning on March 1, 2022.

Dividends on the Series I Preferred Stock will accrue from the original issue date at a rate equal to (i) 3.500% per annum for each dividend period from the original issue date of the Series I Preferred Stock to, but excluding, September 1, 2026 (the “Initial Fixed Rate Period”), and (ii) the five-year U.S. Treasury Rate as of the most recent dividend determination date (as described in the Certificate of Amendment) plus a spread of 2.679% per annum for each dividend period during the period from September 1, 2026 (the “First Reset Date”) through the redemption date of the Series I Preferred Stock, if any (the “Dividend Reset Period”).

Upon the payment of any dividends on the Series I Preferred Stock, holders of Depositary Shares will receive a related proportionate payment. Dividends on shares of the Series I Preferred Stock will not be cumulative. Dividends on the Series I Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause M&T to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

The Series I Preferred Stock is perpetual and has no maturity date. M&T may redeem the Series I Preferred Stock, in whole or in part, from time to time, on any dividend payment date on or after September 1, 2026, or, in whole but not in part, at any time within 90 days following a regulatory capital treatment event (subject to limitations described in the Certificate of Amendment), in each case at a redemption price equal to $10,000 per share (equivalent to $1,000 per Depositary Share), together with an amount equal to any dividends that have been declared but not paid prior to the redemption date.

The Series I Preferred Stock has voting rights only with respect to amending M&T’s certificate of incorporation to authorize or increase stock ranking senior to the Series I Preferred Stock, certain changes in terms of the Series I Preferred Stock, certain dividend non-payments and as otherwise required by applicable law. Holders of Depositary Shares must act through Computershare Inc. and Computershare Trust Company, N.A., jointly as the depositary for the Depositary Shares, to exercise any voting rights of the Series I Preferred Stock.

The terms of the Series I Preferred Stock are more fully described in the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment.

ITEM 8.01. OTHER EVENTS.

On August 17, 2021, M&T completed the public offering pursuant to the Underwriting Agreement of 500,000 Depositary Shares each representing a 1/10th interest in a share of the Series I Preferred Stock. The Series I Preferred Stock has been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3ASR (File No. 333-227644).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

Exhibit

No.

   Description of Exhibit
1.1    Underwriting Agreement, dated as of August 10, 2021, by and between M&T Bank Corporation and RBC Capital Markets, LLC, Citigroup Global Markets, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule A thereto.
3.1    Certificate of Amendment to Certificate of Incorporation of M&T Bank Corporation, dated August 12, 2021.
4.1    Deposit Agreement, dated as of August 17, 2021, among M&T Bank Corporation, Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the Depositary Receipts described therein.
4.2    Form of Depositary Receipt Representing the Depositary Shares (included as part of Exhibit 4.1)
5.1    Opinion of Sullivan & Cromwell LLP
23.1    Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  M&T Bank Corporation
Date: August 17, 2021  
  By:  

/s/ Darren J. King

    Name:   Darren J. King
    Title:   Executive Vice President and Chief Financial Officer
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