NEW YORK, July 25, 2016 /PRNewswire/ -- BNY Mellon
(NYSE: BK) today announced that it priced an underwritten public
offering of 1,000,000 depositary shares, each representing a
1/100th interest in a share of its Series F 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 billion
aggregate public offering price). Dividends will accrue on the
liquidation amount of $100,000 per
share of the Series F preferred stock at a rate per annum equal to
(i) 4.625% from the original issue date of the Series F preferred
stock to but excluding September 20,
2026; and (ii) a floating rate equal to three-month LIBOR
plus 3.131% from and including September 20,
2026. Fixed rate dividends will be payable in arrears on
March 20 and September 20 of each year, commencing on
March 20, 2017, through and including
September 20, 2026, and floating rate
dividends will be payable in arrears on March 20, June 20,
September 20 and December 20 of each year, commencing on
December 20, 2026. In each case,
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. Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. LLC, UBS Securities LLC and BNY Mellon Capital
Markets, LLC served as joint book-running managers for the
offering; Barclays Capital Inc., Deutsche Bank Securities Inc.,
HSBC Securities (USA) Inc., J.P.
Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo
Securities, LLC served as joint lead managers for the offering; and
MFR Securities, Inc., Nomura Securities International, Inc. and
Santander Investment Securities Inc. served as co-managers for the
offering. The offering is expected to close on August 1, 2016.
The Company intends to use a portion of the net proceeds from
the sale of the depositary shares to repurchase up to $560 million of its common stock. The Company
expects to use any remaining net proceeds for general corporate
purposes.
BNY Mellon has filed a shelf registration statement (including a
prospectus) and a preliminary prospectus supplement, 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 the Company
has filed and will file with the SEC that are incorporated by
reference into the Registration Statement for more complete
information about the Company 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 the Company, 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 the Company 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. by
calling 800-831-9146, or by mail at Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by e-mail:
prospectus@citi.com; or Merrill Lynch, Pierce, Fenner & Smith
Incorporated by calling 800-294-1322, or by mail at 200 North
College Street, 3rd Floor, Charlotte,
NC 28255, Attn: Prospectus Department, or by e-mail:
dg.prospectus_requests@baml.com; or Morgan Stanley & Co. LLC by
calling 866-718-1649, or by mail at Morgan Stanley & Co. LLC,
180 Varick Street, New York, NY
10014, or by e-mail: prospectus@morganstanley.com; or UBS
Securities LLC by calling 888-827-7275, or by mail at 1285 Avenue
of the Americas, New York, New
York 10019, Attention: Prospectus Specialist; or BNY Mellon
Capital Markets, LLC by calling 800-269-6864, or by mail at 101
Barclay St., 3W, New York, NY
10286 attention: Debt Capital Markets.
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 management and investment services in
35 countries and more than 100 markets. As of June 30, 2016, BNY Mellon had $29.5 trillion in assets under custody and/or
administration, and $1.7 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.
The information presented in this press release may contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may be
expressed in a variety of ways, including the use of future or
present tense language, and relate to, among other things, the
Company's expectations with respect to the offering. These
statements are based upon current beliefs and expectations and are
subject to significant risks and uncertainties (some of which are
beyond the Company's control). Factors that could cause the
Company's results to differ materially can be found in the risk
factors set forth in the Company's Annual Report on Form 10-K for
the year ended December 31, 2015 and
the Company's other filings with the SEC. Such
forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with
regard thereto or change in events, conditions or circumstances on
which any statement is based.
Contacts: Media:
Kevin Heine
(212) 635-1590
kevin.heine@bnymellon.com
Analysts:
Valerie Haertel
(212) 635-8529
valerie.haertel@bnymellon.com
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SOURCE BNY Mellon