Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 M&T Bank Corporation S-3 HTML 482K
2: EX-1.A Ex-1(A) Form of Underwriting Agreement 24 86K
3: EX-1.B Ex-1(B) Form of Underwriting Agreement - Debt 18 65K
Securities
4: EX-1.C Ex-1(C) Form of Underwriting Agreement - Capital 18 64K
Securities
5: EX-4.A Ex-4(A) Form of Deposit Agreement 30 117K
6: EX-4.B Ex-4(B) Form of Senior Indenture 71 274K
7: EX-4.C Ex-4(C) Form of Senior Debt Security 7 29K
8: EX-4.D Ex-4(D) Form of Subordinated Indenture 78 310K
9: EX-4.E Ex-4(E) Form of Subordinated Debt Security 7 30K
10: EX-4.F Ex-4(F) Form of Warrant Agreement 30 104K
11: EX-4.G Ex-4(G) Form of Junior Subordinated Indenture 87 338K
12: EX-4.H Ex-4(H) Certificate of Trust of M&T Capital Trust 1 12K
Iv
13: EX-4.I Ex-4(I) M&T Capital Trust Iv - Trust Agreement 3 18K
14: EX-4.J Ex-4(J) Certificate of Trust of M&T Capital Trust 1 12K
V
15: EX-4.K Ex-4(K) M&T Capital Trust V - Trust Agreement 3 18K
16: EX-4.L Ex-4(L) Certificate of Trust of M&T Capital Trust 1 12K
Vi
17: EX-4.M Ex-4(M) M&T Capital Trust Vi Trust Agreement 3 18K
18: EX-4.N Ex-4(N) Form of Amended and Restated Trust 74 270K
Agreement
19: EX-4.P Ex-4(P) Form of Guarantee Agreement 22 80K
20: EX-5.A Ex-5(A) Opinion of Wachtell, Lipton, Rosen & Katz 6 32K
21: EX-5.B Ex-5(B) Opinion of Richards, Layton & Finger 3 21K
22: EX-12.A Ex-12(A) Computations of Consolidated Ratios of 2 17K
Earnings
23: EX-12.B Ex-12(B) Computations of Cons Ratio of Earnings - 2 17K
Preferred
24: EX-23.A Ex-23(A) Consent of Independent Registered Public 1 11K
Accounting Firm
25: EX-24 EX-24 Power of Attorney 3 25K
EX-4.E — Ex-4(E) Form of Subordinated Debt Security
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Exhibit 4(e)
[Form of Subordinated Note]
[Face of Security]
If the registered owner of this Security is the Depositary or a nominee of the
Depositary, this Security is a Global Security and the following legend is
applicable except as specified on the reverse hereof:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]
THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
M&T BANK CORPORATION
No.___________.......................................................$_________
M&T Bank Corporation, a New York corporation which is registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended and under
Article III-A of the New York Banking Law (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _______________________________,
or registered assigns, the principal sum of ______________Dollars on
_______________________[(if the Security is to bear interest prior to Maturity,
insert:), and to pay interest thereon from ________________ or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on ____________ and _____________ in each year, commencing
_____, at the rate of ____% per annum, until the principal hereof is paid or
made available for payment] [(if applicable, insert:), provided that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. [The interest so
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payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
________ or ________ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].
[(If the Security is not to bear interest prior to Maturity, insert:) The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.] [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ___% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]
Payment of the principal of (and premium, if any) and [(if applicable, insert:)
any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in __________, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [(if applicable, insert:); provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register].
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
M&T BANK CORPORATION
By:_______________________________________
Attest:__________________________________-
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
______________________________,
As Trustee
By:____________________________
Authorized Officer
[Reverse of Security]
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of ________________ (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and __________, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness, Entitled Persons in respect of Other Financial
Obligations and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [(if applicable, insert:), limited
in aggregate principal amount to $_______________].
[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [(if applicable, insert:)
(1) on ________ in any year commencing with the year______ and ending with the
year______ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [(if
applicable, insert:) on or after ______, 20__], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):
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If redeemed [(if applicable, insert:) on or before_________,____, ____%, and if
redeemed] during the 12-month period beginning _________ of the years indicated,
[Enlarge/Download Table]
Year Redemption Price Year Redemption Price
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [(if applicable, insert:) (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]
[(If applicable, insert:) The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______ in any year
commencing with the year ____ and ending with the year _____ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [(if applicable,
insert:) on or after _______], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
________of the years indicated,
[Enlarge/Download Table]
Redemption Price For Redemption Redemption Price For Redemption
Through Operation of the Otherwise Than Through Operation
Year Sinking Fund of the Sinking Fund
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]
[(If applicable, insert:) - Notwithstanding the foregoing, the Company may not,
prior to ____________, redeem any Securities of this series as contemplated by
[(if applicable, insert:) Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than _____% per annum.]
4
[(If applicable, insert:) The sinking fund for this series provides for the
redemption on _______ in each year beginning with the year ____ and ending with
the year ____of [(if applicable, insert:) not less than $__________ ("mandatory
sinking fund") and not more than] $________ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [(if applicable, insert:) mandatory] sinking fund
payments may be credited against subsequent [(if applicable, insert:) mandatory]
sinking fund payments otherwise required to be made [(if applicable, insert:) ,
in the inverse order in which they become due].]
[(If the Security is subject to redemption of any kind, insert:) In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]
The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner set forth in Article Fourteen of the Indenture, the indebtedness
represented by the Securities and the payment of principal of (and premium, if
any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.
[(If applicable, insert:) The Indenture contains provisions for defeasance at
any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the Indenture.]
[(If the Security is not an Original Issue Discount Security, insert:) If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]
[(If the Security is an Original Issue Discount Security, insert:) If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to [insert formula for determining the
amount]. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected.
5
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
The Securities of this series are issuable only in registered form without
coupons in denominations of $ _________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
6
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
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