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STT > SEC Filings for STT > Form 8-K on 18-Nov-2013All Recent SEC Filings

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Other Events, Financial Statements and Exhibits

Item 8.01. Other Events

On November 14, 2013, State Street Corporation ("State Street") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the underwriters named therein, with respect to the issuance and sale by State Street of $1,000,000,000 aggregate principal amount of State Street's 3.70% Senior Notes due 2023 (the "Notes") in a public offering pursuant to a registration statement on Form S-3 (File No. 333-179875) and a related prospectus supplement filed with the Securities and Exchange Commission
("SEC"). The Notes will be issued pursuant to an Indenture (the "Indenture")
dated as of March 11, 2009 between State Street and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee. The form of Note is filed as Exhibit 4.1 hereto. The Indenture has been included as Exhibit 4.2 to State Street's Registration Statement on Form S-3, filed with the SEC on March 12, 2009.

State Street expects to receive net proceeds from the offering of the Notes of approximately $992 million, after deducting estimated expenses and underwriting discounts and commissions.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated November 14, 2013, regarding the legality of the Notes to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 to this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

  No.                                     Description

 1.1         Underwriting Agreement, dated November 14, 2013, by and among State
             Street Corporation and Morgan Stanley & Co. LLC, Merrill Lynch,
             Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as
             representatives of the several underwriters named therein

 4.1         Form of 3.70% Senior Note due 2023

 5.1         Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated November
             14, 2013

23.1         Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included as part
             of Exhibit 5.1)

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