M&A: BANK OF NOVA SCOTIA

Form Type: SCHEDULE 13D

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000042

Comments: On January 6, 2025, The Bank of Nova Scotia ("BNS") filed a Schedule 13D disclosing its acquisition of common shares of KeyCorp. BNS entered into an Investment Agreement with KeyCorp on August 12, 2024, agreeing to invest in two tranches of KeyCorp's common shares. The first tranche occurred on August 30, 2024, where BNS acquired 47,829,359 shares at $17.17 per share for approximately $821 million. The second tranche closed on December 27, 2024, with BNS acquiring an additional 115,042,316 shares at the same price for about $1.975 billion, bringing BNS's total beneficial ownership to approximately 14.93% of KeyCorp's outstanding shares. BNS retains voting and dispositive power over these shares and may influence KeyCorp's corporate actions, including potential mergers or governance changes, though it cannot exceed control as defined under the Bank Holding Company Act. The Investment Agreement includes provisions for board nominations and voting restrictions related to ownership thresholds.

Document Link: View Document