STATE STREET CORP — Capital/Financing Update 2007

Apr 24, 2007

FWP 1 a07-11867_3fwp.htm FWP

Filed Pursuant to Rule 433 Dated April 23, 2007 Registration Statement: No. 333-132606 No. 333-132606-01

STATE STREET CAPITAL TRUST IV

$800,000,000

FLOATING RATE CAPITAL SECURITIES

Fully and Unconditionally Guaranteed, on a Subordinated Basis, to the Extent Described in the Prospectus Supplement, By

State Street Corporation

SUMMARY OF TERMS

| Issuer: | State Street Capital
Trust IV (the “Trust”), a Delaware statutory trust, the only assets of which
will be the Floating Rate Junior Subordinated Debentures (the “floating rate
debentures”) issued by State Street Corporation (“State Street”) with a final
repayment date initially of June 1, 2067 |
| --- | --- |
| Guarantor: | State Street |
| Title of Securities: | Floating Rate Capital
Securities |
| Aggregate Liquidation Amount: | $800,000,000
($800,000,000 Floating Rate Capital Securities, which, together with the
$10,000 of State Street Capital Trust IV common securities to be purchased by
State Street, correspond to $800,010,000 initial principal amount of the
floating rate debentures) |
| Liquidation Amount: | $1,000 per Capital
Security |
| Expected Ratings: | Moody’s Investors
Service: A1 Standard &
Poor’s: A Fitch: A+ Dominion Bond Rating
Service: A (High) Note: A securities
rating is not a recommendation to buy, sell or hold securities and may be
subject to review, revision, suspension, reduction or withdrawal at any time
by the assigning rating agency |
| Trade Date: | April 23, 2007 |
| Settlement Date: | April 30, 2007
(T+5) |
| Scheduled Maturity Date: | June 15, 2037,
which may be extended to June 15, 2047 at State Street’s option upon the
satisfaction of certain criteria as described in the prospectus supplement |

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| Final Repayment Date: | June 1, 2067, which
may be extended to June 1, 2077 at State Street’s option upon the
satisfaction of certain criteria as described in the prospectus supplement |
| --- | --- |
| Distributions: | From and including
April 30, 2007 to but excluding June 15, 2047: at the annual rate
of three-month LIBOR plus 1.00%, paid quarterly in arrears on March 15,
June 15, September 15, and December 15 of each year, beginning
on September 15, 2007 (or, if any such day is not a business day, on the
next business day); and Thereafter: at an annual
rate equal to one-month LIBOR plus 1.99%, paid monthly in arrears on the 15th
day of each month, beginning on July 15, 2047 (or, if any such day is
not a business day, on the next business day) |
| Day Count Convention: | Actual / 360 |
| Deferral Provision: | State Street has the
right, on one or more occasions, to defer the payment of interest on the
floating rate debentures for one or more consecutive interest periods that do
not exceed five years without being subject to its obligations under the
“Alternative Payment Mechanism,” as described in the prospectus supplement,
and for one or more consecutive interest periods that do not exceed 10 years
without giving rise to an event of default under the terms of the floating
rate debentures or the Floating Rate Capital Securities. However, no interest
deferral may extend beyond the repayment or redemption of the floating rate
debentures. If State Street
exercises its right to defer interest payments on the floating rate
debentures, the Trust will also defer paying a corresponding amount of
distributions on the Floating Rate Capital Securities during that period of
deferral. |
| Maximum Share Number for
Purposes of Alternative Payment Mechanism: | 15 million shares of
State Street’s common stock |
| Interest Rate Index: | Three-month LIBOR |
| Re-offer Spread to Index: | Plus 100 basis points |
| Price to Public: | 100.000% |
| Proceeds, before expenses, to
State Street from the Offering: | $792,000,000 after
underwriting commissions |
| Optional Redemption: | State Street may redeem
any or all of the floating rate debentures at any time on or after
June 15, 2012, at 100% of their principal amount, plus accrued and
unpaid interest through the date of redemption. In addition, State Street may
elect to redeem all, but not less than all, of the floating rate debentures
at 100% of their principal amount, plus accrued and unpaid interest through
the date of redemption prior to June 15, 2012, at any time within 90
days of the occurrence of a tax event, rating agency event, capital treatment
event or investment company event. Except as set forth in the preceding
sentence, State Street may not redeem floating rate debentures prior to
June 15, 2012. |

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| Replacement Capital Covenant: | A replacement capital
covenant will apply until June 1, 2047 (or June 1, 2057 if State
Street extends the scheduled maturity date or final repayment date). The
dates referred to in the prospectus supplement on which the “applicable
percentage” and the types of securities that constitute “replacement capital
securities” (as therein defined) will change are June 1, 2017 (or
June 1, 2027 if State Street extends the final repayment date) and
June 1, 2037 (or June 1, 2047 if State Street extends the final
repayment date). |
| --- | --- |
| CUSIP: | 85748DAA7 |
| Sole Structuring Coordinator: | Credit Suisse Securities
(USA) LLC |
| Joint Bookrunners: | Credit Suisse Securities
(USA) LLC; Goldman, Sachs & Co.; Morgan Stanley & Co.
Incorporated |
| Co-Managers: | Muriel
Siebert & Co., Inc.; The Williams Capital Group, L.P. |

The issuer has filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman, Sachs & Co. toll-free at 1-866-471-2526, or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.

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