NEW YORK, Nov. 8, 2021 /PRNewswire/ -- The Bank of New York
Mellon Corporation ("BNY Mellon") (NYSE: BK) today announced that
it priced an underwritten public offering of 1,300,000 depositary
shares, each representing a 1/100th interest in a
share of its Series I Noncumulative Perpetual Preferred Stock, with
a liquidation preference of $100,000 per share
(equivalent to $1,000 per depositary share), at a public
offering price of $1,000 per depositary share
($1.3 billion aggregate public
offering price). Dividends will accrue on the liquidation
amount of $100,000 per share of the Series I preferred
stock at a rate per annum equal to 3.750% from the original issue
date to, but excluding, December 20,
2026 and from, and including, December 20, 2026, at the "five-year treasury
rate" (as defined in the preliminary prospectus supplement) as of
the most recent reset dividend determination date plus
2.630%. Dividends will be paid only when, as and if declared
by the board of directors of BNY Mellon (or a duly authorized
committee of the board) and to the extent that BNY Mellon has
legally available funds to pay dividends. On December 20, 2026, or any dividend payment date
thereafter, the Series I preferred stock may be redeemed at BNY
Mellon's option, in whole or in part, at a cash redemption price
equal to $100,000 per share
(equivalent to $1,000 per depositary
share), plus any declared and unpaid dividends, without
accumulation of any undeclared dividends to, but excluding, the
redemption date. Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital
Markets, LLC and BNY Mellon Capital Markets, LLC served as joint
book-running managers for the offering; Barclays Capital Inc., BNP
Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank
Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho
Securities USA LLC, UBS Securities
LLC and Wells Fargo Securities, LLC served as joint lead managers
for the offering. The offering is expected to close on November 18, 2021.
BNY Mellon intends to use the net proceeds from the sale of the
depositary shares to redeem all of the outstanding shares of its
Series E Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per share and the
remainder of the net proceeds for general corporate purposes.
BNY Mellon filed a shelf registration statement (including a
prospectus) on December 13, 2018 and
a preliminary prospectus supplement on November 8, 2021, and will file a final
prospectus supplement, relating to this offering with the
Securities and Exchange Commission (the "SEC"). Prospective
investors should read the registration statement (including the
base prospectus), the preliminary prospectus supplement, the final
prospectus supplement (when filed) and other documents BNY Mellon
has filed and will file with the SEC that are incorporated by
reference into the registration statement for more complete
information about BNY Mellon and the offering, including the risks
associated with the securities and the offering. This press
release does not constitute an offer to sell or the solicitation of
any offer to buy securities of BNY Mellon, nor shall there be any
offer or sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The offering
was made only by means of a prospectus supplement and accompanying
base prospectus. Copies of the registration statement, the
preliminary prospectus supplement, the final prospectus supplement
(when filed) and other documents that BNY Mellon has filed with the
SEC that are incorporated by reference into the registration
statement are available at no charge by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, a copy of the
prospectus supplement and accompanying base prospectus relating to
these securities can be obtained by contacting Citigroup Global
Markets Inc. at 1-800-831-9146, Credit Suisse Securities
(USA) LLC at 1-800-221-1037,
Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley &
Co. LLC at 1-866-718-1649, RBC Capital Markets, LLC at
1-866-375-6829 or BNY Mellon Capital Markets, LLC at
1-800-269-6864.
About BNY Mellon
BNY Mellon is a global investments
company dedicated to helping its clients manage and service their
financial assets throughout the investment lifecycle. Whether
providing financial services for institutions, corporations or
individual investors, BNY Mellon delivers informed investment and
wealth management and investment services in 35 countries. As of
Sept. 30, 2021, BNY Mellon had
$45.3 trillion in assets under
custody and/or administration, and $2.3
trillion in assets under management. BNY Mellon can act as a
single point of contact for clients looking to create, trade, hold,
manage, service, distribute or restructure investments. BNY Mellon
is the corporate brand of The Bank of New York Mellon Corporation
(NYSE: BK).
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements,
which may be expressed in a variety of ways, including the use of
future or present tense language, relate to, among other things,
BNY Mellon's expectations with respect to the offering and the use
of proceeds. These statements are based upon current beliefs
and expectations and are subject to significant risks and
uncertainties (some of which are beyond BNY Mellon's
control). Actual outcomes may differ materially from those
expressed or implied as a result of risks and uncertainties,
including, but not limited to, the factors identified above and the
risk factors and other uncertainties set forth in the BNY Mellon's
Annual Report on Form 10-K for the year ended December 31,
2020, the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 and BNY Mellon's
other filings with the SEC. All statements in this press release
speak only as of the date of on which such statements are made,
and BNY Mellon undertakes no obligation to update any
statement to reflect events or circumstances that arise after the
date on which such forward-looking statement is made or to reflect
the occurrence of unanticipated events.
Contacts:
Media
Garrett Marquis
+1 949 683 1503
garrett.marquis@bnymellon.com
Analysts
Marius Merz
+1 212 298 1480
marius.merz@bnymellon.com
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SOURCE BNY Mellon