M&A: KEYCORP /NEW/

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524287188

Comments: On December 27, 2024, KeyCorp completed the final purchase from the Investment Agreement with Scotiabank, resulting in Scotiabank acquiring approximately 14.9% of KeyCorp’s outstanding common shares after an investment of around $2.0 billion. This followed an initial investment of $0.8 billion completed on August 30, 2024, which raised Scotiabank's ownership to 4.9%. The completion of this investment was supported by all necessary bank regulatory approvals received on December 13, 2024. The company also appointed two new directors, Jacqueline Allard and Somesh Khanna, as part of the agreement, increasing the size of the board to fifteen. Additionally, on December 30, 2024, share-settled performance-based equity awards were granted to the executive leadership team to align their interests with shareholder value in light of the recent investment. The company repositioned its available-for-sale investment securities portfolio, selling $3.0 billion of low-yielding securities, incurring an after-tax loss of $700 million, and later reinvesting the proceeds.

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