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.
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement, dated as of January 24, 2023, by and among
M&T Bank Corporation, BofA Securities, Inc., Barclays Capital Inc.,
Morgan Stanley & Co. LLC and M&T Securities, Inc., as representatives
of the several underwriters named in Schedule A thereto.
4.1 Fourth Supplemental Indenture, dated January 27, 2023, to the
Indenture dated as of May 24, 2007, between M&T Bank Corporation and
The Bank of New York Mellon.
4.2 Third Supplemental Indenture, dated August 16, 2022, to the
Indenture dated as of May 24, 2007, between M&T Bank Corporation and
The Bank of New York Mellon, incorporated by reference to Exhibit 4.1
to M&T's Form 8-K filed on August 16, 2022 (File No. 1-9861)
4.3 Indenture, dated May 24, 2007, between M&T Bank Corporation and The
Bank of New York (now known as The Bank of New York Mellon),
incorporated by reference to Exhibit 4.2 to M&T's Form 8-K filed on
May 29, 2007 (File No. 1-9861)
4.4 Form of Global Note for the Senior Notes
5.1 Opinion of Sullivan & Cromwell LLP
23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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