6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York false 0001390777 0001390777 2023-09-05 2023-09-05 0001390777 us-gaap:CommonStockMember 2023-09-05 2023-09-05 0001390777 us-gaap:PreferredStockMember 2023-09-05 2023-09-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2023

 

 

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35651   13-2614959

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

240 Greenwich Street

New York, New York

  10286
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 495-1784

Not Applicable

(Former name or former address if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   BK   New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)   BK/P   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 8.01.

OTHER EVENTS.

On September 5, 2023, The Bank of New York Mellon Corporation (the “Corporation”) issued a press release announcing that BNY Mellon Capital Markets, LLC, an indirect wholly owned subsidiary of the Corporation, has commenced a cash tender offer (the “Offer”) to purchase, subject to certain limitations, any and all of the securities of the Corporation listed in the table below:

 

CUSIP Number    ISIN    Title of Securities

06406RAP2        

   US06406RAP29    0.350% Senior Medium-Term Notes, Series J due 2023

06406RBC0

   US06406RBC07    3.350% Senior Medium-Term Notes, Series J due 2025

06406RBF3

   US06406RBF38    3.430% Fixed/Floating Rate Callable Senior Medium-Term Notes, Series J due 2025

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of offers to sell any securities. The Offer is being made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery, each dated September 5, 2023. The Offer is not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

 

Exhibit
Number

  

Description

99.1    Press Release dated September 5, 2023
104    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

 

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

The Bank of New York Mellon Corporation

      (Registrant)

Date: September 5, 2023     By:  

/s/ James J. Killerlane III

    Name:   James J. Killerlane III
    Title:   Secretary

 

3

Exhibit 99.1

 

LOGO

News Release

 

Contacts:   

Media

Garrett Marquis

+1 949 683 1503

garrett.marquis@bnymellon.com

  

Analysts

Marius Merz

+1 212 298 1480

marius.merz@bnymellon.com

BNY Mellon Announces Any and All Cash Tender Offer by its Wholly Owned Subsidiary for Certain of its Senior Notes

NEW YORK, September 5, 2023 – The Bank of New York Mellon Corporation (“BNY Mellon”) (NYSE: BK) today announced the commencement of a cash tender offer (the “Offer”) by BNY Mellon Capital Markets, LLC (“BNYMCM”), an indirect wholly owned subsidiary of BNY Mellon, to purchase any and all of the securities of BNY Mellon listed in the table below (the “Securities”).

 

Title of Securities

  CUSIP
Number
    ISIN     Coupon   Outstanding
Principal
Amount
(millions)
  Maturity
Date
  First Par
Call Date
  Workout
Date(1)
  Reference
U.S.
Treasury
Security
  Bloomberg
Reference
Page
  Fixed
Spread
(Basis
Points)
0.350% Senior Medium-Term Notes, Series J due 2023     06406RAP2       US06406RAP29     0.350%   $750   12/07/2023   11/07/2023   Maturity   0.50% due
11/30/2023
  FIT3   +0 bps
3.350% Senior Medium-Term Notes, Series J due 2025     06406RBC0       US06406RBC07     3.350%   $950   04/25/2025   03/25/2025   Maturity   2.625% due
04/15/2025
  FIT4   +15 bps
3.430% Fixed/Floating Rate Callable Senior Medium-Term Notes, Series J due 2025     06406RBF3       US06406RBF38     3.430%   $700   06/13/2025   06/13/2024   Par
Call
  2.50% due
05/31/2024
  FIT3   +15 bps

 

(1)

The workout date for a Security is the date on which such Security is assumed to be paid down for purposes of calculating the Total Consideration (as defined below) in connection with such Security.

The “Total Consideration” offered for each $1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Offer will be determined in the manner described in the Offer to Purchase (as defined below) by reference to the fixed spread for the Securities over the yield based on the bid-side price of the Reference U.S. Treasury Security, as calculated by the Joint Dealer Managers (as defined below) at 10:00 a.m., New York City time, on September 11, 2023. Holders whose Securities are accepted for purchase pursuant to the Offer, including Securities tendered by guaranteed delivery, will also receive accrued and unpaid interest on their purchased Securities from the last interest payment date for the Securities to, but excluding, the Settlement Date (as defined below).

The Offer is being made pursuant to the Offer to Purchase, dated today, which contains detailed information regarding the terms of the Offer. The Offer is scheduled to expire at 5:00 p.m., New York City time, on September 11, 2023, unless extended or earlier terminated (the “Expiration Date”). BNYMCM expects to accept for payment and pay the Total Consideration for Securities validly tendered and not validly withdrawn before the Expiration Date and for Securities validly tendered pursuant to the guaranteed delivery procedures on the Settlement Date. Upon the terms and subject to the conditions of the Offer, the settlement date is expected to be September 14, 2023, or promptly thereafter (the “Settlement Date”).


Tenders of Securities pursuant to the Offer may be validly withdrawn at any time before the Expiration Date. Securities subject to the Offer may also be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.

The tender offer is conditioned upon the satisfaction of certain customary conditions described in the Offer to Purchase, but is not conditioned upon any minimum principal amount of Securities being tendered. Subject to applicable law, BNYMCM may, at its sole discretion, waive any condition applicable to the tender offer and may extend the Offer. Under certain conditions and as more fully described in the Offer to Purchase, BNYMCM may terminate the tender offer before the Expiration Date.

The complete terms and conditions of the Offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, as may be amended or supplemented from time to time, which holders are urged to read carefully before making any decision with respect to the Offer.

The Offer is open to all registered holders of Securities. A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company, or other nominee (each, a “Custodian”) must instruct such Custodian to tender such Securities on the beneficial owner’s behalf in a timely manner. Beneficial owners should be aware that a Custodian may establish its own earlier deadline for participation in an Offer.

D.F. King & Co., Inc. is serving as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 (banks and brokers) or Toll-Free at +1 (800) 814-2879 or email at bnymellon@dfking.com.

Copies of the Offer to Purchase and related Notice of Guaranteed Delivery are available at the following web address: www.dfking.com/bnymellon.

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as Joint Dealer Managers (the “Joint Dealer Managers”) for the Offer. Questions regarding the Offer may also be directed to the Joint Dealer Managers as set forth below:

 

Citigroup Global Markets Inc.

388 Greenwich Street, Trading 4th Floor

New York, New York 10013

Attn: Liability Management Group

Collect: +1 (212) 723-6106

Toll-Free: +1 (800) 558-3745

Email: ny.liabilitymanagement@citi.com

  

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attn: Liability Management Group

Collect: +1 (212) 357-1452

Toll-Free: +1 (800) 828-3182

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell any Securities. The Offer is being made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers are made by the Joint Dealer Managers on behalf of BNYMCM. None of BNY Mellon, BNYMCM, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, D.F. King & Co., Inc., or the trustee or security registrar with respect to the Securities, nor any affiliate of any of the foregoing, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Securities in response to the Offer.


ABOUT BNY MELLON

Established in 1784, BNY Mellon is America’s oldest bank and the first company listed on the New York Stock Exchange (NYSE: BK). Today, BNY Mellon powers capital markets around the world through comprehensive solutions that help clients manage and service their financial assets throughout the investment life cycle. BNY Mellon had $46.9 trillion in assets under custody and/or administration and $1.9 trillion in assets under management as of June 30, 2023. BNY Mellon has been named among Fortune’s World’s Most Admired Companies and Fast Company’s Best Workplaces for Innovators. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. Additional information is available on www.bnymellon.com. Follow us on LinkedIn or visit our Newsroom for the latest company news.

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Entity Tax Identification Number 13-2614959
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