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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/27/23 M&T Bank Corp. 8-K:8,9 1/27/23 15:610K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 179K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 74K 4: EX-4.4 Instrument Defining the Rights of Security Holders HTML 78K 5: EX-5.1 Opinion of Counsel re: Legality HTML 10K 10: R1 Document and Entity Information HTML 51K 13: XML IDEA XML File -- Filing Summary XML 14K 11: XML XBRL Instance -- d373128d8k_htm XML 19K 12: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.DEF XBRL Definitions -- mtb-20230127_def XML 41K 8: EX-101.LAB XBRL Labels -- mtb-20230127_lab XML 66K 9: EX-101.PRE XBRL Presentations -- mtb-20230127_pre XML 42K 6: EX-101.SCH XBRL Schema -- mtb-20230127 XSD 16K 14: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 15: ZIP XBRL Zipped Folder -- 0001193125-23-017579-xbrl Zip 104K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM i 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): i January 27, 2023
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
i New York
(State or other jurisdiction
of incorporation)
i 1-9861 | i 16-0968385 | |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i One M&T Plaza, i Buffalo, i New York | i 14203 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (716) i 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):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 |
Name of Each Exchange on Which Registered | ||
i Common Stock, $.50 par value | i MTB | i New York Stock Exchange | ||
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H | i MTBPrH | i 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 i ☐
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 8.01. OTHER EVENTS.
M&T Bank Corporation (“M&T”) closed on January 27, 2023, the public offering of $1,000,000,000 aggregate principal amount of the Company’s 5.053% Fixed Rate/Floating Rate Senior Notes due 2034 (the “Senior Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated January 24, 2023, by and among M&T, BofA Securities, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and M&T Securities, Inc. (together, the “Underwriters”), under which M&T agreed to sell and the Underwriters agreed to purchase from M&T, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Senior Notes. The Senior Notes are unsecured and unsubordinated obligations of M&T and will rank equally in right of payment with all of M&T’s other unsecured and unsubordinated indebtedness. The Senior Notes were issued pursuant to an Indenture, dated May 24, 2007, between M&T and The Bank of New York (now known as The Bank of New York Mellon), as Trustee (the “Original Indenture”), as supplemented by the Third Supplemental Indenture dated August 16, 2022 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture dated January 27, 2023 (the “Fourth Supplemental Indenture”, and together with the Original Indenture and the Third Supplemental Indenture, the “Indenture”), in each case by and between M&T and The Bank of New York Mellon, as Trustee. The terms of the Senior Notes are set forth in the Indenture. The Senior Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), by a registration statement on Form S-3 (File No. 333-259888) and the prospectus contained therein, dated September 29, 2021, as supplemented by a prospectus supplement, dated January 24, 2023, filed by M&T with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act.
Copies of the Underwriting Agreement, the Fourth Supplemental Indenture, the Third Supplemental Indenture and the Indenture are included as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference. The Senior Notes will be represented by a global security. A copy of the form of global note for the Senior Notes is attached hereto as Exhibit 4.4 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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: January 27, 2023 | ||||||
By: | /s/ Darren J. King | |||||
Name: | Darren J. King | |||||
Title: | Senior Executive Vice President and Chief Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 1/27/23 | |||
1/24/23 | 424B5, FWP | |||
8/16/22 | 4, 8-K | |||
9/29/21 | S-3ASR | |||
5/24/07 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/23 M&T Bank Corp. 424B5 1:1M Donnelley … Solutions/FA 9/22/23 M&T Bank Corp. S-3ASR 9/22/23 8:749K Donnelley … Solutions/FA 4/18/23 M&T Bank Corp. S-8 4/18/23 4:86K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/22 M&T Bank Corp. 8-K:8,9 8/16/22 15:692K Donnelley … Solutions/FA 5/29/07 M&T Bank Corp. 8-K:8,9 5/24/07 6:556K Bowne BCL/FA |