424B2

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)

 

LOGO

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  
  

 

 

 

Total

   $ 850,000,000
  

 

 

 

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

EX-FILING FEES

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
Calculation
or Carry

Forward Rule

 

Amount

Registered

 

Proposed
Maximum
Offering Price

Per Unit

 

Maximum
Aggregate

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.