NEW YORK, Oct. 26, 2020 /PRNewswire/ -- BNY
Mellon (NYSE: BK) today announced that it priced an underwritten
public offering of 582,500 depositary shares, each representing a
1/100th interest in a share of its Series H
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 ($582.5 million aggregate public offering
price). 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 3.700% from the original issue date to,
but excluding, March 20, 2026 and
from, and including, March 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 3.352%. 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
March 20, 2026, or any dividend
payment date thereafter, the Series H 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., Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and
BNY Mellon Capital Markets, LLC served as joint book-running
managers for the offering; Barclays Capital Inc., BMO Capital
Markets Corp., BofA Securities, Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank
Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. 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 3, 2020.
BNY Mellon intends to use the net proceeds from the sale of the
depositary shares to redeem all outstanding shares of its Series C
Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per share.
BNY Mellon filed a shelf registration statement (including a
prospectus) on December 13, 2018 and
a preliminary prospectus supplement on October 26, 2020, 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, Goldman Sachs & Co. LLC at
1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533, 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, 2020, BNY Mellon had
$38.6 trillion in assets under
custody and/or administration, and $2.0
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
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, 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). Factors that
could cause BNY Mellon's results to differ materially can be found
in the risk factors set forth in the BNY Mellon's Annual Report on
Form 10-K for the year ended December 31, 2019, BNY Mellon's
Quarterly Report on Form 10-Q for the three months ended
June 30, 2020 and BNY Mellon's
other filings with the SEC. Such forward-looking statements
speak only as of the date of this press release. BNY Mellon
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
Madelyn McHugh
+1 212 635 1376
madelyn.mchugh@bnymellon.com
Analysts
Magda Palczynska
+1 212 635 8529
magda.palczynska@bnymellon.com
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SOURCE BNY Mellon