Filed Pursuant to Rule 424(b)(2)
Registration No. 333-274646
PRICING SUPPLEMENT No. 3, dated March 11, 2024
(To prospectus, dated September 22, 2023, and
prospectus supplement, dated September 22, 2023)
Senior Medium-Term Notes, Series A
Due 9 Months or More from Date of Issue
This pricing supplement supplements the terms and conditions in the prospectus, dated September 22, 2023 (the “base prospectus), as supplemented by the prospectus supplement, dated September 22, 2023 (the “prospectus supplement” and together with the base prospectus, and all documents incorporated herein by reference therein and herein, the “prospectus”), and relates to the offering and sale of $850,000,000 aggregate principal amount of 6.082% Fixed Rate/Floating Rate Senior Notes due March 13, 2032 (the “Notes”). Unless otherwise defined in this pricing supplement, terms used herein have the same meanings as are given to them in the prospectus.
| Term |
Fixed Rate/Floating Rate Notes | |
| CUSIP / ISIN Nos. | 55261F AT1 / US55261FAT12 | |
| Series | Series A (Senior) | |
| Form of Note | Book-Entry | |
| Principal Amount | $850,000,000 | |
| Trade Date | March 11, 2024 | |
| Original Issue Date | March 13, 2024 (T+2) | |
| Maturity Date | March 13, 2032 | |
| Redemption Terms | [X] Make-whole Redemption Option (0.300%) First Par Call Date: March 13, 2031 Par Call Date: January 13, 2032 | |
| Repayment Terms | The Notes will not be subject to repayment at the option of the holder at any time prior to maturity. | |
| Distribution | Underwritten basis | |
| Authorized Denomination | $2,000, or any amount in excess of $2,000 that is a whole multiple of $1,000. | |
| Issue Price (Dollar Amount and Percentage of Principal Amount) | $850,000,000 / 100.000% | |
| Net Proceeds (Before Expenses) to the Company | $848,563,500 | |
| Interest Rate | [ ] Fixed Rate | |
| [ ] Floating Rate | ||
| [ ] Fixed Rate Reset | ||
| [X] Fixed Rate/Floating Rate | ||
| [ ] Zero Coupon | ||
| Base Rate or Reset Reference Rate(s) | [ ] Compounded CORRA | |
| [ ] CMT Rate: | ||
| [ ] Refinitiv Page FRBCMT | ||
| [ ] Refinitiv Page FEDCMT | ||
| [ ] One-Week [ ] One-Month | ||
| [ ] EURIBOR | ||
| [X] SOFR: | ||
| [ ] Compounded SOFR | ||
| [X] Compounded Index Rate |
| Term |
Fixed Rate/Floating Rate Notes | |
| [ ] SONIA: | ||
| [ ] Compounded SONIA | ||
| [ ] Compounded SONIA Rate with Compounded Index | ||
| [ ] Treasury Rate | ||
| [ ] Other Floating Rate (as described below) | ||
| Interest Rate / Initial Interest Rate | During the Fixed Rate Period, 6.082% per annum; during the Floating Rate Period, a Compounded SOFR calculated using “Compounded Index Rate” method as described in the prospectus supplement under “Description of Notes—Calculation of Interest—SOFR Notes—Compounded SOFR Index Notes,” determined for each quarterly Interest Period, plus the Spread. | |
| Spread | + 226 basis points | |
| Spread Multiplier | Not applicable | |
| Interest Payment Dates | With respect to the Fixed Rate Period, March 13 and September 13 of each year, commencing on September 13, 2024 and ending on March 13, 2031. With respect to the Floating rate Period, March 13, June 13, September 13 and December 13 of each year, commencing on June 13, 2031. | |
| Interest Periods | With respect to the Fixed Rate Period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period during the Fixed Rate Period, the Original Issue Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period during the Fixed Rate Period, the first day of the Floating Rate Period). | |
| With respect to the Floating Rate Period, each quarterly period from, and including, an Interest Payment Date (or, in the case of the first Interest Period during the Floating Rate Period, the first day of the Floating Rate Period) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period, the Maturity Date or earlier redemption date). | ||
| Fixed Rate Period | From, and including, the Original Issue Date to, but excluding, March 13, 2031. | |
| Floating Rate Period | From, and including, March 13, 2031 to, but excluding, the Maturity Date. | |
| Regular Record Dates | The close of business on the Business Day preceding the applicable Interest Payment Date. | |
| Interest Determination Dates | Two U.S. Government Securities Business Days preceding the applicable Interest Payment Date (or, in the case of the final Interest Period, the Maturity Date or earlier redemption date). | |
| Observation Period | With respect to each Interest Period, the period from, and including, the date that is two U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date that is two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period (or, in the case of the final Interest Period, the Maturity Date or earlier redemption date). | |
| Interest Reset Dates | For the Floating Rate Period, each Interest Payment Date. | |
| Day Count | With respect to the Fixed Rate Period, 30/360; with respect to the Floating Rate Period, Actual/360. |
| Term |
Fixed Rate/Floating Rate Notes | |
| Calculation Agent | We will appoint a calculation agent, which may include M&T, or an affiliate of M&T, including M&T Bank and Wilmington Trust, prior to the commencement of the Floating Rate Period. | |
| Maximum Interest Rate | Maximum rate permitted by New York law, as the same may be modified by United States law of general application. | |
| Minimum Interest Rate | Zero | |
| Original Issue Discount Notes | Not applicable |
The Notes are unsecured. The Notes will rank equally with all of our other unsecured and unsubordinated indebtedness that is not accorded a priority under applicable law.
The Notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Investing in the Notes involves risk. See “Risk Factors” beginning on page S-7 of the prospectus supplement and the discussion of risk factors contained in our annual, quarterly and current reports filed with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated herein by reference.
None of the Securities and Exchange Commission (the “SEC”), any state securities commission, the New York State Department of Financial Services or the Board of Governors of the Federal Reserve System or any other governmental agency has approved or disapproved of the notes passed upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.
| Per Note | Total | |||||||
| Price to Public |
100.000 | % | $ | 850,000,000 | ||||
| Agents’ Discount |
0.169 | % | $ | 1,436,500 | ||||
| Net Proceeds (Before Expenses) to Us |
99.831 | % | $ | 848,563,500 | ||||
We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants on or about March 13, 2024.
Joint Book-Running Managers
| Barclays | Citigroup | M&T Securities | ||
| Co-Managers | ||||
| Loop Capital Markets | R. Seelaus & Co., LLC | |||
| March 11, 2024 | ||||
USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes for general corporate purposes, including investments in and advances to our bank and nonbank subsidiaries, reduction of outstanding borrowings or indebtedness, short and long-term investments and financing possible future acquisitions including, without limitation, the acquisition of banking and nonbanking companies and financial assets and liabilities. All or a portion of the net proceeds from the sale of Notes may also be used to finance, in whole or in part, our repurchase of common shares pursuant to any share repurchase program securities repurchases undertaken from time to time. The precise amounts and timing of the application of proceeds will vary with liquidity and funding requirements.
PS-1
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The Company believes that the Notes should be treated as variable rate Notes that are not issued with original issue discount for United States federal income tax purposes. See the discussion in the prospectus supplement under “Certain United States Federal Income Tax Considerations” for a discussion of the United States federal income tax consequences of investing in the Notes.
PS-2
SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated March 11, 2024 (the “Terms Agreement”), with the agents named below. Subject to the terms and conditions set forth in the Terms Agreement, we have agreed to sell to the agents, and the agents have agreed, severally and not jointly, to purchase, the principal amount of Notes set forth opposite their respective names below:
| Agent |
Amount of Notes | |||
| Barclays Capital Inc. |
$ | 306,000,000 | ||
| Citigroup Global Markets Inc. |
306,000,000 | |||
| M&T Securities, Inc. |
212,500,000 | |||
| Loop Capital Markets LLC |
12,750,000 | |||
| R. Seelaus & Co., LLC |
12,750,000 | |||
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| Total |
$ | 850,000,000 | ||
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We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this pricing supplement, which will be on the second business day following the date the notes are priced (such settlement being referred to as “T+2”).
See “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for additional information.
PS-3
LEGAL MATTERS
Certain legal matters relating to the validity of the notes will be passed on for us by Squire Patton Boggs (US) LLP. Sullivan & Cromwell LLP advised the agents in connection with the offering. Sullivan & Cromwell LLP from time to time performs legal services for M&T and its subsidiaries.
PS-4
Exhibit 107
FILING FEES
Calculation of Filing Fee Tables
Form 424(b)(2)
(Form Type)
M&T Bank Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title (1) |
Fee Forward Rule |
Amount Registered |
Proposed Per Unit |
Maximum Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
| Fees to Be Paid |
Debt | 6.082% Fixed Rate/Floating Rate Senior Notes due March 13, 2032 |
457(r)(1) | $850,000,000 | 100.00% | $850,000,000 | 0.00014760 | $125,460.00 | ||||||||
| Total Offering Amounts | $125,460.00 | |||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||
| Total Fee Offsets | — | |||||||||||||||
| Net Fee Due | $125,460.00 | |||||||||||||||
| (1) | The filing fee is calculated in accordance with 457(o) and 457(r) of the Securities Act of 1933, as amended (the “Act”). In accordance with Rule 456(b) and 457(r) of the Act, the registrant initially deferred payment of all of the registration fee for Registration Statement No. 333-274646 filed on September 22, 2023. |