ITEM 8.01. OTHER EVENTS.

M&T Bank Corporation ("M&T") closed on January 27, 2023, the public offering of $1,000,000,000 aggregate principal amount of the Company's 5.053% Fixed Rate/Floating Rate Senior Notes due 2034 (the "Senior Notes") pursuant to an Underwriting Agreement (the "Underwriting Agreement"), dated January 24, 2023, by and among M&T, BofA Securities, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and M&T Securities, Inc. (together, the "Underwriters"), under which M&T agreed to sell and the Underwriters agreed to purchase from M&T, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Senior Notes. The Senior Notes are unsecured and unsubordinated obligations of M&T and will rank equally in right of payment with all of M&T's other unsecured and unsubordinated indebtedness. The Senior Notes were issued pursuant to an Indenture, dated May 24, 2007, between M&T and The Bank of New York (now known as The Bank of New York Mellon), as Trustee (the "Original Indenture"), as supplemented by the Third Supplemental Indenture dated August 16, 2022 (the "Third Supplemental Indenture") and the Fourth Supplemental Indenture dated January 27, 2023 (the "Fourth Supplemental Indenture", and together with the Original Indenture and the Third Supplemental Indenture, the "Indenture"), in each case by and between M&T and The Bank of New York Mellon, as Trustee. The terms of the Senior Notes are set forth in the Indenture. The Senior Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), by a registration statement on Form S-3 (File No. 333-259888) and the prospectus contained therein, dated September 29, 2021, as supplemented by a prospectus supplement, dated January 24, 2023, filed by M&T with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act.

Copies of the Underwriting Agreement, the Fourth Supplemental Indenture, the Third Supplemental Indenture and the Indenture are included as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference. The Senior Notes will be represented by a global security. A copy of the form of global note for the Senior Notes is attached hereto as Exhibit 4.4 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits.

Exhibit
  No.                               Description of Exhibit

1.1           Underwriting Agreement, dated as of January 24, 2023, by and among
            M&T Bank Corporation, BofA Securities, Inc., Barclays Capital Inc.,
            Morgan Stanley & Co. LLC and M&T Securities, Inc., as representatives
            of the several underwriters named in Schedule A thereto.

4.1           Fourth Supplemental Indenture, dated January 27, 2023, to the
            Indenture dated as of May 24, 2007, between M&T Bank Corporation and
            The Bank of New York Mellon.

4.2           Third Supplemental Indenture, dated August 16, 2022, to the
            Indenture dated as of May 24, 2007, between M&T Bank Corporation and
            The Bank of New York Mellon, incorporated by reference to Exhibit 4.1
            to M&T's Form 8-K filed on August 16, 2022 (File No. 1-9861)

4.3           Indenture, dated May 24, 2007, between M&T Bank Corporation and The
            Bank of New York (now known as The Bank of New York Mellon),
            incorporated by reference to Exhibit 4.2 to M&T's Form 8-K filed on
            May 29, 2007 (File No. 1-9861)

4.4           Form of Global Note for the Senior Notes

5.1           Opinion of Sullivan & Cromwell LLP

23.1          Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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