Form 424B5 KEYCORP /NEW/

0

Filed pursuant to Rule 424(b)(5)
Registration number 333-239044

PROSPECTUS SUPPLEMENT

(To prospectus dated June 9, 2020)

24,000,000 depositary shares, each representing a 1/40th interest in a share of

6.200% Perpetual Fixed Rate Reset Not combinable Preferred Shares, Series H

We are offering 24,000,000 depositary shares, each representing a 1/40th stake in a share of our perpetual company at a fixed rate reset Not combinable Preferred Shares, Series H, par value of $1.00 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the “Series H Preferred Shares”). As a holder of Depository Shares, you will be entitled to all proportional rights, privileges and other provisions of the Series H Preferred Shares (including those relating to dividends, voting, redemption and liquidation). You must exercise these rights through the Depositary.

We will pay dividends on the Series H Preferred Shares, when, as and if declared by our Board of Directors or a duly authorized committee of our Board of Directors, to the extent that we have funds legally available to pay dividends . If declared, dividends will accrue and be payable quarterly in arrears, (i) from the original date of issue until December 15, 2027 (excluding December 15, 2027) or the date of redemption prior, at a rate of 6.200% per annum, on March 15, June 15, September 15 and December 15 of each year, from December 15, 2022, and (ii) from December 15, 2027 inclusive, during each period of reset, at a rate per annum equal to the five-year Treasury rate on the most recent adjusted dividend determination date (as described elsewhere in this prospectus supplement) plus 3.132%, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2028, except in each case where such day is not a business day. Upon payment of any dividend on the Series H Preferred Shares, holders of Depository Shares are expected to receive a proportionate payment. If our board of directors or any duly authorized committee of the board has not declared a dividend on the Series H Preferred Shares prior to the dividend payment date for any dividend period, such dividend will not be cumulative and will not be payable for such Dividend Period, and we will have no obligation to pay any Dividends for such Dividend Period whether or not dividends on the Series H Preferred Shares are declared for any future Dividend Period.

The Series H Preferred Shares do not have a specified maturity date. The Series H Preferred Shares are redeemable at our option, subject to prior Federal Reserve approval, in whole or in part, on December 15, 2027 or any subsequent dividend payment date, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus all declared and unpaid dividends, without regard to undeclared dividends. The Series H Preferred Shares may be redeemed at our option, in whole, but not in part, at any time within 90 days of the occurrence of a “regulatory capital treatment event”, as described herein. , at a redemption price equal to $1,000 per share (equivalent to $25 per depository share), plus any declared and unpaid dividends, without regard to any undeclared dividends. The Series H Preferred Shares will have no voting rights except as set forth under “Description of the Series H Preferred Shares — Voting Rights” on page S-27. If we elect to partially redeem the Series H Preferred Shares, the Custodian will redeem a proportionate amount of the Custodian Shares. Investors should not expect us to redeem Series H Preferred Shares.

An application will be made to list the Depositary Shares on the New York Stock Exchange (the “NYSE”) under the symbol “KEY PrL”. If the application is approved, trading in the Custodian Shares is expected to begin trading on the NYSE within one 30 days period following the initial issue date of the depository shares. Our common stock is listed on the NYSE under the symbol “KEY”.

Depositary Shares are equity securities and not bank deposits, and are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency, nor are they bonded or guaranteed by any bank.

Investing in the Depository Shares involves risks. See “Risk factors” starting on page S-12.

Neither the Securities and Exchange Commission (the “SEC”), any state securities commission, the FDIC or any other regulatory agency has approved or disapproved of such securities or determined whether this prospectus supplement or the prospectus which the accompaniment is true or complete. Any representation to the contrary is a criminal offence.

Price at

Audience

Subscription

Delivery(1)

Product for us

(Before Expenses)

Per depositary share

$ 25.00 $ 0.3616 $ 24.6384

Total

$ 600,000,000 $ 8,678,446.89 $ 591,321,553.11

(1)

Reflects 19,016,843 Depositary Shares sold to institutional investors, for which the underwriters received a subscription discount of $0.25 per Depositary Share, and 4,983,157 Depository Shares sold to retail investors, for which the underwriters received a Underwriters received a subscription discount of $0.7875 per Depository Share.

The Underwriters are offering the Depository Shares as set out under “Underwriting”. Delivery of Depository Shares in book-entry form through The Depository Trust Company (“DTC”) on behalf of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear system (” Euroclear”), and Clearstream Banking, SA (“Clearstream”), should be made on or around August 24, 2022 (T+5).

As our affiliate, KeyBanc Capital Markets Inc., is participating in the sale of the Custodian Shares, the offering is being conducted pursuant to Financial Industry Regulatory Authority (“FINRA”) Rule 5121, as administered by the FINRA. Our affiliates, including KeyBanc Capital Markets Inc., may use this prospectus supplement and accompanying prospectus in connection with offers and sales of our depositary shares in the secondary market. These affiliates may act as principals or agents in these transactions. Secondary market sales will be made at prices related to market prices at the time of sale.

Joint Bookrunners

BofA securities JP Morgan Morgan Stanley Wells Fargo Securities
Citigroup Goldman Sachs & Co. LLC KeyBanc Capital Markets RBC Capital Markets

The date of this Prospectus Supplement is August 17, 2022.

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