New version page

Penn STAT 956 - Lecture Notes

Upgrade to remove ads
Upgrade to remove ads
Unformatted text preview:

Table of ContentsFiled Pursuant to Rule 424(b)(5)Registration Statement No. 333-134937 333-134937-02 CALCULATION OF REGISTRATION FEE KEY 424B5 11/17/2006Section 1: 424B5 (FINAL PROSPECTUS SUPPLEMENT)Title of each class ofsecurities to be registered Amountto beregistered Proposedmaximumoffering priceper unit Proposedmaximumaggregateoffering price Amount ofregistrationfee Trust Preferred Securities of KeyCorp Capital IX $500,000,000 $25.00 $500,000,000 $53,500(1)(1)Calculated in accordance with Rule 457(r) of the Securities Act. Pursuant to Rule 457(p) of the Securities Act, the registration fee of $2,792 that has already been paid and remains unused with respect to securities that were previously registered pursuant to Registration Statement on Form S-3 (No. 333-124023) and were not sold thereunder is offset against the registration fee due for this offering.Table of Contents $500,000,000 KeyCorp Capital IX 6.750% Enhanced Trust Preferred Securities (Liquidation amount $25 per trust preferred security) Fully and unconditionally guaranteed, to the extent described herein, by KeyCorp PROSPECTUS SUPPLEMENT (To Prospectus Dated November 15, 2006) The 6.750% Enhanced Trust Preferred Securities, which are referred to as the “trust preferred securities,” will be issued by KeyCorp Capital IX, a Delaware statutory trust, which may also be referred to as the “Issuer Trust.” KeyCorp, an Ohio corporation, will own all of the outstanding trust common securities of the Issuer Trust and will fully and unconditionally guarantee, on a subordinated basis, payment of amounts due on the trust preferred securities to the extent described in this prospectus supplement. The Issuer Trust will use the proceeds received in connection with the sale of the trust preferred securities and trust common securities to purchase 6.750% junior subordinated debentures due December 15, 2066 issued by KeyCorp, which are referred to as the “junior subordinated debentures.” Distributions on the trust preferred securities will be cumulative from the date of original issuance and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2007. We may elect to defer interest payments on the junior subordinated debentures as described in this prospectus supplement. We will not be required to settle deferred interest pursuant to the alternative payment mechanism described in this prospectus supplement until we have deferred interest for five consecutive years or made a payment of current interest, and we may defer interest for up to ten consecutive years without giving rise to an event of default and acceleration. If we do not pay interest on the junior subordinated debentures, the Issuer Trust will not make the corresponding distributions on the trust preferred securities. In the event of a bankruptcy, holders may have a limited claim for deferred interest. We may redeem the junior subordinated debentures in whole or in part on or after December 15, 2011, or in whole at any time if certain changes occur in tax or investment company laws or regulations or if the trust preferred securities cease to constitute Tier 1 capital of KeyCorp for regulatory capital purposes. We will not redeem the junior subordinated debentures unless we obtain the prior approval of the Federal Reserve to do so, if such approval is then required. To the extent we redeem the junior subordinated debentures, the Issuer Trust must redeem a corresponding amount of the trust preferred securities. The trust preferred securities are expected to be approved for listing on the New York Stock Exchange, subject to official notice of issuance. We expect trading in the trust preferred securities on the New York Stock Exchange under the symbol “KEYPrE” to begin within 30 days after the original issue date. Investing in the trust preferred securities involves risks. See “ Risk Factors” beginning on page S-14. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. These securities are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. These securities are not savings accounts or deposits. Per Trust Preferred Security Total Initial Public Offering Price (1) $25.00 $500,000,000Underwriting discounts and commissions (2) $0.7875 $15,750,000Proceeds, before expenses, to KeyCorp Capital IX $24.2125 $484,250,000(1) Plus accumulated distributions, if any, from November 21, 2006, if settlement occurs after that date. (2) Because KeyCorp Capital IX will use all of the proceeds from the sale of the trust preferred securities and its trust common securities to purchase junior subordinated debentures of KeyCorp, KeyCorp will pay all underwriting discounts and commissions. KeyCorp will pay the underwriters compensation of $0.7875 per trust preferred security, except that the underwriting commission will be $0.50 per trust preferred security for sales of more than 20,000 trust preferred securities sold to a single purchaser. As a result of such sales, the total underwriting discounts will decrease, and the total proceeds to KeyCorp will increase. The underwriters expect to deliver the trust preferred securities in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about November 21, 2006. This prospectus supplement and the accompanying prospectus may be used by our broker-dealer affiliate, McDonald Investments Inc., in connection with offers and sales of the trust preferred securities in market-making transactions, at negotiated prices related to prevailing market prices at the time of sale or otherwise. McDonald Investments Inc. may act as principal or agent in such transactions. KeyBanc Capital Markets is a division of McDonald Investments Inc. Joint Book-Running ManagersMerrill Lynch & Co. KeyBanc Capital MarketsCitigroup Morgan Stanley UBS Investment Bank Wachovia Securities Banc of America Securities LLC Bear, Stearns & Co. Inc. Credit Suisse Deutsche Bank Securities A.G. Edwards Goldman, Sachs & Co.

View Full Document
Download Lecture Notes
Our administrator received your request to download this document. We will send you the file to your email shortly.
Loading Unlocking...

Join to view Lecture Notes and access 3M+ class-specific study document.

We will never post anything without your permission.
Don't have an account?
Sign Up

Join to view Lecture Notes 2 2 and access 3M+ class-specific study document.


By creating an account you agree to our Privacy Policy and Terms Of Use

Already a member?