UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
M&T BANK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York | 16-0968385 | |
(State of incorporation or organization) | (IRS Employer Identification No.) | |
One M&T Plaza Buffalo, New York | 14203 | |
(Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which | |
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-254962
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
On February 21, 2021, M&T Bank Corporation, a New York corporation (“M&T”), Bridge Merger Corp., a direct, wholly owned subsidiary of M&T (“Merger Sub”), and People’s United Financial, Inc., a Delaware corporation (“People’s United”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), pursuant to the terms and subject to the conditions of which Merger Sub will merge with and into People’s United, with People’s United as the surviving entity (the “Merger”), and as soon as reasonably practicable following the Merger, People’s United will merge with and into M&T, with M&T as the surviving entity.
The securities to be registered hereby are 10,000,000 shares of Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H of M&T, par value $1.00 per share (the “New M&T Preferred Stock”), with a liquidation preference of $25.00 per share, which will be issued in connection with the consummation of the Merger.
The description of the New M&T Preferred Stock set forth under the caption “Description of New M&T Preferred Stock” in the Registration Statement on Form S-4 (File No. 333-254962) of M&T filed with the Securities and Exchange Commission on April 1, 2021, as amended by Pre-Effective Amendment No. 1 filed on April 23, 2021, is incorporated herein by reference.
Item 2. Exhibits.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: March 31, 2022 | M&T BANK CORPORATION | |||||
By: | /s/ Darren J. King | |||||
Name: | Darren J. King | |||||
Title: | Senior Executive Vice President and Chief Financial Officer |