Subject to Completion, Dated October 26,
2020
PROSPECTUS SUPPLEMENT
(To
Prospectus Dated December 13, 2018)
The Bank of New York Mellon Corporation
Depositary Shares
Each
representing a 1/100th Interest in a Share of
Series H Noncumulative Perpetual
Preferred Stock
Each of the depositary shares offered hereby
(the depositary shares) represents a 1/100th ownership interest in a share of Series H Noncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per share (the Series H Preferred Stock), of The Bank
of New York Mellon Corporation, deposited with Equiniti Trust Company, as depositary. The depositary shares are evidenced by depositary receipts. Each holder of a depositary share will be entitled to all proportional rights and preferences of the
Series H Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
We will pay dividends on the Series H Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committee
of the board) and to the extent that we have legally available funds to pay dividends. Dividends will accrue on the liquidation amount of $100,000 per share of the Series H Preferred Stock at a rate per annum equal to
(i) % from the original issue date of the Series H Preferred Stock to, but excluding, March 20, 2026, and (ii) the five-year treasury rate as of the most recent reset dividend determination date (as defined
elsewhere in this prospectus supplement) plus % for each reset period from, and including, March 20, 2026. Dividends will be payable in arrears on March 20, June 20, September 20 and December 20
of each year, commencing on March 20, 2021. Payment of dividends on the Series H Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
We may, at our option, redeem the shares of Series H Preferred Stock (i) in whole or in part, from time to time, on any dividend payment
date (as defined elsewhere in this prospectus supplement) on or after the dividend payment date on March 20, 2026 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event (as defined
elsewhere in this prospectus supplement), in each case, at a cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without regard to any undeclared dividends, to but
excluding the redemption date. If we redeem the Series H Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series H Preferred Stock will not have any voting rights except as described elsewhere in this
prospectus supplement.
The Series H Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency, and they are not obligations of, or guaranteed by, any bank.
Investing
in the depositary shares and the underlying Series H Preferred Stock involves risks. See Risk Factors beginning on page S-6 to read about factors you
should consider before investing in the depositary shares.
Neither the
Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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Per Depositary Share
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Total
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Public offering price (1)
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$
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$
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Underwriting discount
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$
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$
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Proceeds, before offering expenses, to us
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$
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$
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(1)
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The public offering price does not include accrued dividends, if any, that may be declared. Dividends, if
declared, will accrue from the original issue date, which is expected to be November , 2020.
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We
may from time to time elect to issue additional depositary shares representing shares of the Series H Preferred Stock, and all such additional shares would be deemed to form a single series with the depositary shares offered by this prospectus
supplement.
Neither the depositary shares nor shares of the Series H Preferred Stock will be listed on any securities exchange or
automated quotation system.
The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of
The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or
about November , 2020.
Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus
supplement and the accompanying prospectus in connection with offers and sales of our depositary shares in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices
related to market prices at the time of sale.
Joint
Book-Running Managers
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Citigroup
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Goldman Sachs & Co. LLC
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J.P. Morgan
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RBC Capital Markets
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BNY Mellon Capital Markets, LLC
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Prospectus Supplement dated October , 2020