SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2012
(Exact Name of Registrant as Specified in Charter)
(Commission File Number)
127 Public Square
Cleveland, Ohio 44114-1306
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On April 16, 2012, KeyCorp (the Corporation) commenced a consent solicitation (the Consent Solicitation) from the holders of record as of April 10, 2012 of the outstanding 5.70% trust preferred securities of KeyCorp Capital VII (the Trust Preferred Securities) to terminate the Corporations Replacement Capital Covenant, dated as of February 27, 2008, as amended by the Supplement thereto, dated as of March 3, 2008, and Amendment No. 2 thereto, dated as of February 24, 2011 (as supplemented and amended, the Replacement Capital Covenant). The Replacement Capital Covenant was entered into for the benefit of the holders of the Trust Preferred Securities in connection with the issuance of the Corporations 8.000% junior subordinated debentures due 2068 (the Notes) and KeyCorp Capital Xs 8.000% enhanced trust preferred securities (the Enhanced Trust Preferred Securities, and together with the Notes, the Securities). The proposed termination of the Replacement Capital Covenant requires, among other conditions, the consent of the holders of at least a majority in liquidation amount of the Trust Preferred Securities (the Requisite Consents). The complete terms and conditions of the consent solicitation are as set forth in the Corporations Consent Solicitation Statement dated April 16, 2012, and the related Letter of Consent (together, the Consent Documents), to be distributed to holders of the Trust Preferred Securities for their consideration. Holders are urged to read the Consent Documents carefully.
Under the terms of the Replacement Capital Covenant, the Corporation covenanted not to repay, redeem or purchase, and to cause its subsidiaries not to purchase, the Securities before March 15, 2048 unless it shall have received specified amounts of proceeds from the issuance of certain qualifying securities prior to such repayment, redemption or purchase. If the proposed termination becomes effective, the Corporation will be able to repay, redeem or purchase any or all of the Securities, regardless of whether it has issued any such qualifying securities.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on April 27, 2012 unless terminated or extended by the Corporation in its sole discretion (such time and date, as the same may be extended, the Expiration Time). The termination will become effective prior to the Expiration Time if the Requisite Consents are received before then. The Corporation will make a cash payment (the Consent Fee) equal to $5.00 for each $1,000 in liquidation amount of the Trust Preferred Securities as to which a consent is validly delivered and thereafter not revoked on or prior to the earlier of the receipt of the Requisite Consents and the Expiration Time. The Consent Fee will be paid promptly following the Expiration Time.
Copies of the Consent Documents may be obtained by the holders of the Trust Preferred Securities from the Information and Tabulation Agent for the Consent Solicitation, Deutsche Bank Trust Company Americas, at (800) 735-7777, Option 1.
Morgan Stanley & Co. LLC is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to (800) 624-1808 (toll free) or (212) 761-1057 (collect).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 16, 2012