Fwd: KeyCorp Perp nc10 Fixed/Float Pfd

Hi Rich,

I hope you had a nice holiday.

New issue preferred pricing today.

Due to the size of the offering, please manage expectations.

Details:

Price Whisper: 5.125% area

Issuer: KeyCorp (Ticker: KEY)
Securities: Depositary shares, each representing a 1/25th Interest in a Share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D
Expected Ratings: Baa3/BB+
Size: $525mm WNG
Offering Price: $1,000 per depositary share
Maturity: Perpetual
Dividends: From the date of issuance to, but excluding, 09/15/2026, dividends will be calculated at a fixed annual rate of [ ] %, and from, and including, 09/26/2026, dividends will be calculated at a floating annual rate equal to three-month LIBOR plus, reset quarterly, []%
Non-Cumulative
Payment dates: Quarterly for both the fixed and floating rate periods, commencing on 2/15/2016, in each case when, as and if declared
Redemption: May be redeemed at the issuer's option at par plus any declared and unpaid dividends: (1) in whole or in part on any dividend payment date on or after 09/15/2026, or (2) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event — see red Listing: none (TRACE)

DRD/QDI eligible: Yes, see red for tax and withholding details
Use of Proceeds: General corporate purposes, which may include, without limitation, working capital, capital expenditures, investments in or loans to our subsidiaries, refinancing of outstanding indebtedness, refinancing of outstanding capital securities, share repurchases (including, but not limited to, repurchases of our common stock), dividends, funding potential future acquisitions and satisfaction of other obligations.

Joint Books: MS, GS, JPM, KEY

Settlement: T+3, MS B&D

Thanks again,

Andrew

Andrew S. Atlas
First Vice President
Equity Sales/Middle Markets Group
Financial Advisor
Morgan Stanley Wealth Management
1290 Avenue of the Americas, 12th Floor I New York, NY 10104

please advise
thank you

Richard Kahn
HBRK Associates Inc.
575 Lexington =venue 4th Floor
New York, NY 10022
tel =12-971-1306
fax 646-350.0954
cell =17-414-7584