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): November 13, 2013
(Exact name of registrant as specified in charter)
001-11302
(Commission
File Number)
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OHIO
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34-6542451
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216) 689-6300
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On November 13, 2013, KeyCorp issued $750,000,000 aggregate
principal amount of its 2.30% Senior Medium-Term Notes, Series K, due December 13, 2018 (the “Notes”). In connection with the issuance of the Notes, the following documents are filed with this Current Report on Form 8-K and shall be
incorporated by reference into KeyCorp’s Registration Statement on Form S-3 (File No. 333-174865) (the “Registration Statement”): (i) the Second Supplemental Indenture dated as of November 13, 2013, which supplements
the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture dated as of November 14, 2001, between KeyCorp and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) (“Deutsche
Bank”), as trustee, relating to KeyCorp’s unsecured and unsubordinated debt securities, including the Notes, and (ii) the opinion of Squire Sanders (US) LLP, as counsel to KeyCorp, regarding the issuance and sale of the Notes. KeyCorp
and Deutsche Bank also entered into a Second Supplemental Indenture dated as of November 13, 2013, which supplements the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture dated as of November 14,
2001, relating to KeyCorp’s subordinated debt securities, a copy of which is filed with this Current Report on Form 8-K and incorporated by reference into the Registration Statement.
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Item 9.01
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Financial Statements and Exhibits.
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4.1
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Second Supplemental Indenture dated as of November 13, 2013, between KeyCorp and Deutsche Bank, relating to unsecured and unsubordinated debt securities.
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4.2
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Second Supplemental Indenture dated as of November 13, 2013, between KeyCorp and Deutsche Bank, relating to subordinated debt securities.
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5.1
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Opinion of Squire Sanders (US) LLP as to the validity of the Notes.
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23.1
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Consent of Squire Sanders (US) LLP (included as part of Exhibit 5.1).
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SIGNATURE
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
thereunto duly authorized.
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KEYCORP
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(Registrant)
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Date: November 13, 2013
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By:
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/s/ Michelle L. Potter
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Michelle L. Potter
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Deputy General Counsel and
Assistant
Secretary
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Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
TO INDENTURE DATED JUNE 10, 1994
The SECOND SUPPLEMENTAL INDENTURE dated as of November 13, 2013 is executed by and between KEYCORP, a corporation duly organized and
existing under the laws of the State of Ohio (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a New York banking corporation duly organized and existing under the laws of the State of New
York acting as trustee (the “Trustee”) under that certain Indenture dated as of June 10, 1994 between the Company and the Trustee, as thereby amended pursuant to a First Supplemental Indenture dated as of November 14, 2001 (as
amended, the “Indenture”).
WHEREAS, pursuant to the Indenture the Company issues senior debt securities from time to time (the
“Debt Securities”);
WHEREAS, Section 901 of the Indenture provides that, without the consent of any Holders of Debt
Securities or coupons, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of making any other provisions with respect to matters or questions arising under
the Indenture, provided that such action shall not adversely affect the interests of the Holders of Debt Securities of such series in any material respect;
WHEREAS, the Company desires to modify the Indenture with respect to which authorized officers may execute certain documents and instruments
described in the Indenture;
WHEREAS, such amendment will not adversely affect the interests of the Holders of the Debt Securities of any
Outstanding series of Debt Securities in any material respect;
WHEREAS, the Company has authorized the execution and delivery of this
Second Supplemental Indenture; and
WHEREAS, all other conditions precedent to the execution and delivery of this Second Supplemental
Indenture have been satisfied.
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
ARTICLE I
Amendments
Section 1.01
. The definitions of “Company Request” or “Company Order” and “Officers’
Certificate” in Section 101 of the Indenture are hereby amended and restated as follows:
““Company Request” or
“Company Order” means, respectively, a written request or order signed in the name of the Company by a Chairman of the Board, a Vice Chairman of the Board, its President or a Vice President, its Chief Financial Officer, its Treasurer or an
Assistant Treasurer, and by its Secretary or an Assistant Secretary, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated officers, and delivered to the Trustee in accordance
with Section 105 hereof.”
““Officers’ Certificate” means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, the Chief Financial Officer, the Treasurer or an Assistant Treasurer, and by the Secretary or an Assistant Secretary, of the Company, or any other officer of the Company
customarily performing functions similar to those performed by any of the above designated officers, and delivered to the Trustee in accordance with Section 105 hereof. One of the officers signing an Officers’ Certificate given pursuant to
Section 1005 shall be the principal executive, financial or accounting officer of the Company.”
Section 1.02
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first sentence of Section 303 of the Indenture is hereby amended and restated as follows:
“The Securities and any coupons
appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, or one of its Vice Chairman of the Board, its President or one of its Vice Presidents, its Chief Financial Officer, its Treasurer or one of its Assistant
Treasurers, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated officers, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant
Secretaries.”
ARTICLE II
Miscellaneous
Section 2.01
. The Indenture as amended or modified by this Second Supplemental Indenture is ratified and confirmed in all respects
and the Indenture as so amended shall be read, taken and construed as one and the same instrument. This Second Supplemental Indenture shall become effective upon execution and delivery hereof by all parties hereto.
Section 2.02
. This Second Supplemental Indenture may be executed in any number of counterparts, each of which counterparts
together shall constitute one and the same instrument. All capitalized terms not otherwise defined here shall have the meanings defined in the Indenture.
Section 2.03
. The Trustee accepts the modification of the Indenture affected by this Second Supplemental Indenture, but only upon
the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the accuracy of the recitals contained herein, which recitals shall be taken as the statements of the
Company.
Section 2.04
. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or
conflicts with another provision included in this Second Supplemental Indenture, or in the Indenture, which provision is required to be included in this Second Supplemental Indenture or the Indenture, as applicable, by any of the provisions of
Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision shall control.
Section 2.05
. This Second
Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of said State.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have signed this Second Supplemental Indenture as of the date
first above written.
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KEYCORP
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By:
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/s/ Michelle L. Potter
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Name:
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Michelle L. Potter
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Title:
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Vice President and Assistant Secretary
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ATTEST:
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/s/ Frank Esposito
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DEUTSCHE BANK TRUST COMPANY AMERICAS
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By:
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DEUTSCHE BANK NATIONAL TRUST COMPANY
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By:
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/s/ Jeffrey Schoenfeld
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Name:
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Jeffrey Schoenfeld
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Title:
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Assistant Vice President
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By:
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/s/ Kelvin Vargas
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Name:
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Kelvin Vargas
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Title:
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Associate
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ATTEST:
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/s/ Kenneth R. Ring
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Signature Page to Second Supplemental Indenture
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
TO INDENTURE DATED JUNE 10, 1994
The SECOND SUPPLEMENTAL INDENTURE dated as of November 13, 2013 is executed by and between KEYCORP, a corporation duly organized and
existing under the laws of the State of Ohio (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a New York banking corporation duly organized and existing under the laws of the State of New
York acting as trustee (the “Trustee”) under that certain Indenture dated as of June 10, 1994 between the Company and the Trustee, as thereby amended pursuant to a First Supplemental Indenture dated as of November 14, 2001 (as
amended, the “Indenture”).
WHEREAS, pursuant to the Indenture the Company issues subordinated debt securities from time to
time (the “Debt Securities”);
WHEREAS, Section 901 of the Indenture provides that, without the consent of any Holders of
Debt Securities or coupons, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of making any other provisions with respect to matters or questions arising
under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Debt Securities of such series in any material respect;
WHEREAS, the Company desires to modify the Indenture with respect to which authorized officers may execute certain documents and instruments
described in the Indenture;
WHEREAS, such amendment will not adversely affect the interests of the Holders of the Debt Securities of any
Outstanding series of Debt Securities in any material respect;
WHEREAS, the Company has authorized the execution and delivery of this
Second Supplemental Indenture; and
WHEREAS, all other conditions precedent to the execution and delivery of this Second Supplemental
Indenture have been satisfied.
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
ARTICLE I
Amendments
Section 1.01
. The definitions of “Company Request” or “Company Order” and “Officers’
Certificate” in Section 101 of the Indenture are hereby amended and restated as follows:
““Company Request” or
“Company Order” means, respectively, a written request or order signed in the name of the Company by a Chairman of the Board, a Vice Chairman of the Board, its President or a Vice President, its Chief Financial Officer, its Treasurer or an
Assistant Treasurer, and by its Secretary or an Assistant Secretary, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated officers, and delivered to the Trustee in accordance
with Section 105 hereof.”
““Officers’ Certificate” means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, the Chief Financial Officer, the Treasurer or an Assistant Treasurer, and by the Secretary or an Assistant Secretary, of the Company, or any other officer of the Company
customarily performing functions similar to those performed by any of the above designated officers, and delivered to the Trustee in accordance with Section 105 hereof. One of the officers signing an Officers’ Certificate given pursuant to
Section 1005 shall be the principal executive, financial or accounting officer of the Company.”
Section 1.02
. The
first sentence of Section 303 of the Indenture is hereby amended and restated as follows:
“The Securities and any coupons
appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, or one of its Vice Chairman of the Board, its President or one of its Vice Presidents, its Chief Financial Officer, its Treasurer or one of its Assistant
Treasurers, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated officers, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant
Secretaries.”
ARTICLE II
Miscellaneous
Section 2.01
. The Indenture as amended or modified by this Second Supplemental Indenture is ratified and confirmed in all respects
and the Indenture as so amended shall be read, taken and construed as one and the same instrument. This Second Supplemental Indenture shall become effective upon execution and delivery hereof by all parties hereto.
Section 2.02
. This Second Supplemental Indenture may be executed in any number of counterparts, each of which counterparts
together shall constitute one and the same instrument. All capitalized terms not otherwise defined here shall have the meanings defined in the Indenture.
Section 2.03
. The Trustee accepts the modification of the Indenture affected by this Second Supplemental Indenture, but only upon
the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the accuracy of the recitals contained herein, which recitals shall be taken as the statements of the
Company.
Section 2.04
. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or
conflicts with another provision included in this Second Supplemental Indenture, or in the Indenture, which provision is required to be included in this Second Supplemental Indenture or the Indenture, as applicable, by any of the provisions of
Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision shall control.
Section 2.05
. This Second
Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of said State.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have signed this Second Supplemental Indenture as of the date
first above written.
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KEYCORP
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By:
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/s/ Michelle L. Potter
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Name:
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Michelle L. Potter
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Title:
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Vice President and Assistant Secretary
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ATTEST:
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/s/ Frank Esposito
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DEUTSCHE BANK TRUST COMPANY AMERICAS
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By:
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DEUTSCHE BANK NATIONAL TRUST COMPANY
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By:
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/s/ Jeffrey Schoenfeld
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Name:
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Jeffrey Schoenfeld
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Title:
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Assistant Vice President
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By:
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/s/ Kelvin Vargas
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Name:
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Kelvin Vargas
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Title:
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Associate
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ATTEST:
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/s/ Kenneth R. Ring
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Signature Page to Second Supplemental Indenture
Exhibit 5.1
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Squire Sanders (US) LLP
4900 Key Tower
127 Public Square
Cleveland, OH 44114
O +1 216 479 8500
F +1 216 479 8780
squiresanders.com
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November 13, 2013
KeyCorp
127 Public Square
Cleveland, Ohio 44114
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Re:
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$750,000,000 2.30% Senior Medium-Term Notes, Series K, due December 13, 2018 (the “Notes”)
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Ladies and Gentlemen:
We have acted as counsel
to KeyCorp, an Ohio corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-174865) (the “Registration Statement”) filed on June 13, 2011 with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, and the issuance and sale of the Notes pursuant to a Pricing Supplement dated November 5, 2013 and filed with the Commission on November 6, 2013
(the “Pricing Supplement”). The Notes are being issued in accordance with the Pricing Supplement, the Officers’ Certificate and Company Order dated June 13, 2011 (“Company Order”), the Indenture dated as of
June 10, 1994, as supplemented by the First Supplemental Indenture dated as of November 14, 2001 and the Second Supplemental Indenture dated as of November 13, 2013 (as supplemented, the “Indenture”), between the Company and
Deutsche Bank Trust Company Americas (formerly known and Bankers Trust Company), as trustee (the “Trustee”), and the resolutions adopted by the Company’s Board of Directors on May 15, 2008 (the “Resolutions”). A copy of
the Company Order was filed with the Commission as an exhibit to the Company’s Current Report on Form 8-K filed on June 14, 2011.
We have examined such documents, including the Registration Statement, the Pricing Supplement, the Company Order, the Indenture and the
Resolutions and duplicates of the global notes representing the Notes, and have reviewed such questions of law, as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion set forth
below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or
instruments are the valid, binding and enforceable obligations of such parties.
KeyCorp
November 13, 2013
Page
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Based on the foregoing, and having regard for such legal considerations as we have deemed
relevant, we are of the opinion that the Notes have been duly and validly authorized by the Company and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms.
The opinion set forth above regarding the enforceability of the Notes is subject to (i) bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) the effect of general principles of equity, including
(without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing, and (iv) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars.
Our opinion expressed above is limited to the laws of the States of New York and Ohio and the federal laws of the United States of America,
and we are expressing no opinion as to the effect of any other laws. We assume no obligation to advise you of changes in matters of fact or law which may thereafter occur, and we do not opine with respect to any law, regulation, rule or governmental
policy which may be enacted or adopted after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to a Current
Report on Form 8-K of the Company filed with the Commission on November 13, 2013 and thereby incorporated by reference into the Registration Statement, and to the reference to our firm contained therein.
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Very truly yours,
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/s/ Squire Sanders (US) LLP
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