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M & T Bank Corp | Fixed Rate Cumulative Perpetual Preferred Stock, Series A (MTB.PR)

Prospectus excerpt:  This prospectus supplement relates to the offer and sale of (i) 230,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $1,000 per share (the ˘Series A Preferred Shares÷), and (ii) 151,500 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and liquidation preference $1,000 per share (the ˘Series C Preferred Shares,÷ and together with the Series A Preferred Shares, the ˘Preferred Shares÷) by the United States Department of the Treasury (˘Treasury÷). We issued the Series A Preferred Shares to Treasury on December 23, 2008 as part of TreasuryĂs Troubled Asset Relief Program Capital Purchase Program (the ˘CPP÷) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the ˘Securities Act÷). We issued the Series C Preferred Shares to Treasury on May 23, 2009, upon the consummation of our acquisition of Provident Bankshares Corporation by merger as consideration for preferred shares originally issued by Provident Bankshares Corporation to Treasury on November 14, 2008 as part of the CPP in a private placement exempt from the registration requirements of the Securities Act.

We will not receive any proceeds from the sale of any Preferred Shares sold by Treasury.

Our board of directors (the ˘Board of Directors÷) has approved certain amendments to the terms of each of the Series A Preferred Shares and the Series C Preferred Shares (the ˘Amendment÷) as described below. The Amendment requires the approval of the holder of the Preferred Shares and the approval of a majority of the outstanding shares of our common stock to be effective. Treasury, as the sole holder of the Preferred Shares, has consented to the Amendment. We have agreed to submit the Amendment to our common shareholders for approval at our next annual meeting of shareholders, which we expect to hold on April 16, 2013 or, in our discretion, at an earlier special meeting of shareholders. If the Amendment is not approved at such meeting, we intend to submit the Amendment for approval by our common shareholders at subsequent shareholder meetings. Our Board of Directors intends to recommend that our common shareholders vote for approval of the Amendment. If the common shareholders approve the Amendment, we will promptly file a certificate of amendment with the New York Department of State to appropriately amend the terms of our certificate of incorporation governing the Preferred Shares and the Amendment will thereafter become effective.

Dividends on the Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15.

Currently, the initial dividend rate is 5% per annum through February 14, 2014 for the Series A Preferred Shares and through November 14, 2013 for the Series C Preferred Shares, and will increase to 9% per annum on and after February 15, 2014 for the Series A Preferred Shares and on and after November 15, 2013 for the Series C Preferred Shares, in each case if not otherwise redeemed earlier for cash by us. Upon effectiveness of the Amendment, the initial dividend rate on the Series A Preferred Shares and the Series C Preferred Shares will be 5% per annum through November 14, 2013, and will increase to 6.375% per annum on and after November 15, 2013.

As of the date of this prospectus supplement, we have paid in full all of our quarterly dividend obligations on the Preferred Shares.

In connection with this offering, we have contractually agreed for the benefit of holders of the Preferred Shares not to redeem the Preferred Shares until on or after November 15, 2018. More specifically, the Preferred Shares will only be subject to redemption by us, at our option, (i) in whole or in part, at any time and from time to time, subject to prior approval by the appropriate federal banking agency, beginning on or after November 15, 2018, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event, in each case at a redemption price equal to the sum of 100% of the liquidation preference per Preferred Share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. Such contractual agreement will continue to be in effect in accordance with its terms until November 15, 2018 even if we do not receive common shareholder approval for the Amendment.

Full Prospectus PDF », MTB Page »

Series:A
Alternate symbology:MTB-, MTB-P, MTBpr
Redeemable?:Yes
Call Date:11/15/2018 (Now Trading Post Call Date)
Perpetual?:Yes
Cumulative?:Yes
Shares Offered:230,000
Liquidation Preference:$1,000
Original Coupon:5% per annum through February 14, 2014, 9% per annum on and after February 15, 2014 for the Series A Preferred Shares
Pay Period:Quarterly
Pay Dates:15-Feb, 15-May, 15-Aug, 15-Nov
CDx3 Compliance Rating: Learn MTB.PR's Rating
M&T Bank is a bank holding company. Through its subsidiaries, Co. provides individuals, corporations and other businesses, and institutions with commercial and retail banking services, including loans and deposits, trust, mortgage banking, asset management, insurance and other financial services. Banking activities are primarily focused on consumers residing in New York State, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Virginia, West Virginia and the District of Columbia and on small and medium-size businesses based in those areas. Certain subsidiaries also conduct activities in other areas.

Preferreds: MTB.PR, MTB.PRC, MTB.PRA


Open the MTB Information Page »
Name: 
M & T Bank Corp
Website: 
www.mtb.com
Sector: 
Banking & Savings
Number of ETFs Holding MTB: 
106 (see which ones)
Total Market Value Held by ETFs: 
$4,684,155,740.38
Total Market Capitalization: 
$29,554,000,000
% of Market Cap. Held by ETFs: 
15.85%

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