Filed Pursuant to Rule 433
Registration Statement No. 333-261575
THE BANK OF NEW YORK MELLON CORPORATION
$500,000,000 4.596% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2030
July 19, 2022
ISSUER: THE BANK OF NEW YORK MELLON CORPORATION
SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES J
EXPECTED RATINGS (MOODYS / S&P / FITCH / DBRS)*: A1 (STABLE) / A (STABLE) / AA-
(STABLE) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE: JULY 26, 2030
TRADE DATE: JULY 19, 2022
SETTLEMENT DATE: JULY 26, 2022 (T+5) **
REDEMPTION COMMENCEMENT DATE: MAY 24, 2030
OPTIONAL REDEMPTION DATE: JULY 26, 2029
FIXED INTEREST RATE: 4.596% PER ANNUM
FIXED RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM JULY 26, 2022 TO, BUT EXCLUDING, JULY 26, 2029 (THE FIXED
RATE PERIOD), AT THE FIXED INTEREST RATE
FLOATING RATE INTEREST RATE: COMPOUNDED SOFR, AS DETERMINED IN ACCORDANCE WITH THE
PROVISIONS SET FORTH IN THE PROSPECTUS AND PROSPECTUS SUPPLEMENT, PLUS THE SPREAD. IN NO EVENT WILL THE INTEREST RATE FOR ANY INTEREST PERIOD, AS DEFINED IN THE PROSPECTUS SUPPLEMENT, BE LESS THAN THE MINIMUM INTEREST RATE.
FLOATING RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM, AND INCLUDING, JULY 26, 2029, TO BUT EXCLUDING THE EARLIER OF THE
MATURITY DATE OR A REDEMPTION DATE, AS APPLICABLE (THE FLOATING RATE PERIOD), AT THE FLOATING RATE INTEREST RATE
INTEREST
PAYMENT DATES: DURING THE FIXED RATE PERIOD, INTEREST PAYS SEMI-ANNUALLY ON THE TWENTY-SIXTH OF JANUARY AND JULY OF EACH YEAR, COMMENCING ON JANUARY 26, 2023 AND ENDING ON JULY 26, 2029. DURING THE FLOATING RATE PERIOD, INTEREST PAYS
QUARTERLY ON THE TWENTY-SIXTH OF JANUARY, APRIL, JULY AND OCTOBER OF EACH YEAR, COMMENCING ON OCTOBER 26, 2029, AND ENDING ON THE EARLIER OF THE MATURITY DATE OR A REDEMPTION DATE, AS APPLICABLE
REDEMPTION PRICE: 100% OF THE PRINCIPAL AMOUNT OF THE NOTES REDEEMED
REDEMPTION TERMS: REDEEMABLE (I) IN WHOLE, BUT NOT IN PART, ON THE OPTIONAL REDEMPTION DATE, OR (II) IN WHOLE OR IN PART ON OR
AFTER THE REDEMPTION COMMENCEMENT DATE, IN EACH CASE AT THE OPTION OF THE ISSUER AND AT THE REDEMPTION PRICE, PLUS ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF REDEMPTION. THE BANK OF NEW YORK MELLON CORPORATION SHALL PROVIDE AT LEAST 5 AND
NOT MORE THAN 30 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDERS OF THE NOTES.
DAY COUNT CONVENTION: DURING THE FIXED
RATE PERIOD, 30/360; DURING THE FLOATING RATE PERIOD, ACTUAL/360
BUSINESS DAY CONVENTION: DURING THE FIXED RATE PERIOD, FOLLOWING,
UNADJUSTED. IF ANY INTEREST PAYMENT DATE DURING THE FIXED RATE PERIOD FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE ON ACCOUNT OF SUCH
POSTPONEMENT. DURING THE FLOATING RATE PERIOD, MODIFIED FOLLOWING, ADJUSTED. IF ANY INTEREST PAYMENT DATE FALLS ON A DAY THAT IS NOT A BUSINESS DAY (OTHER THAN AN INTEREST PAYMENT DATE THAT IS ALSO THE MATURITY DATE OR A REDEMPTION DATE, IF
APPLICABLE), SUCH INTEREST PAYMENT DATE WILL BE POSTPONED TO THE FOLLOWING BUSINESS DAY, EXCEPT THAT, IF THE NEXT BUSINESS DAY WOULD FALL IN THE NEXT CALENDAR MONTH, THE INTEREST PAYMENT DATE WILL BE THE IMMEDIATELY PRECEDING BUSINESS DAY. IF THE
MATURITY DATE OR A REDEMPTION DATE, IF APPLICABLE, FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF PRINCIPAL AND INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE FROM AND AFTER THE MATURITY
DATE OR REDEMPTION DATE, AS APPLICABLE.
PRINCIPAL AMOUNT: $500,000,000
PRICE TO PUBLIC: 100.000% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM JULY 26, 2022
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $499,250,000
FIXED RATE BENCHMARK TREASURY: UST 3.250% DUE JUNE 30, 2029
FIXED RATE BENCHMARK TREASURY YIELD: 3.116%
FIXED RATE SPREAD TO BENCHMARK TREASURY: +148 BASIS POINTS
FLOATING RATE BASE RATE OR BENCHMARK: COMPOUNDED SOFR
FLOATING RATE SPREAD: +175.5 BASIS POINTS
FLOATING RATE MINIMUM INTEREST RATE: 0%
RE-OFFER YIELD: 4.596%
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RBK2 / US06406RBK23
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BOOKRUNNERS: |
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BOFA SECURITIES, INC. |
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CREDIT SUISSE SECURITIES (USA) LLC |
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MORGAN STANLEY & CO. LLC |
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BNY MELLON CAPITAL MARKETS, LLC |