Filed pursuant to Rule 433
Registration Statement No. 333-261575
THE BANK OF NEW YORK MELLON CORPORATION
$950,000,000 3.350% SENIOR NOTES DUE 2025
April 19, 2022
ISSUER: THE BANK OF NEW YORK MELLON CORPORATION
SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES J
EXPECTED RATINGS (MOODY’S / S&P / FITCH / DBRS)*: A1
(STABLE) / A (STABLE) / AA-
(STABLE) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE: APRIL 25, 2025
TRADE DATE: APRIL 19, 2022
SETTLEMENT DATE: APRIL 26, 2022 (T+5) **
REDEMPTION COMMENCEMENT DATE: MARCH 25, 2025
INTEREST RATE: 3.350% PER ANNUM
INTEREST FREQUENCY: SEMI-ANNUALLY
INTEREST PAYMENT DATES: INTEREST PAYS SEMI-ANNUALLY ON THE
TWENTY-FIFTH OF APRIL AND OCTOBER OF EACH YEAR, COMMENCING ON
OCTOBER 25, 2022, AND ENDING ON THE MATURITY DATE (OR THE NEXT
BUSINESS DAY, IF ANY INTEREST PAYMENT DATE FALLS ON A NON-BUSINESS DAY; THE AMOUNT OF
INTEREST PAYABLE WILL NOT BE ADJUSTED FOR SUCH POSTPONEMENT).
REDEMPTION PRICE: 100% OF THE PRINCIPAL AMOUNT OF THE NOTES
REDEEMED
REDEMPTION TERMS: REDEEMABLE IN WHOLE OR IN PART AT THE
OPTION OF THE ISSUER ON OR AFTER THE REDEMPTION COMMENCEMENT DATE
AT THE REDEMPTION PRICE, PLUS ACCRUED AND UNPAID INTEREST THEREON
TO THE DATE OF REDEMPTION. THE BANK OF NEW YORK MELLON CORPORATION
SHALL PROVIDE AT LEAST 5 AND NOT MORE THAN 30 CALENDAR DAYS NOTICE
OF REDEMPTION TO THE REGISTERED HOLDERS OF THE NOTES.
DAY COUNT CONVENTION: 30/360
PRINCIPAL AMOUNT: $950,000,000
PRICE TO PUBLIC: 99.986% OF PRINCIPAL AMOUNT PLUS ACCRUED
INTEREST, IF ANY, FROM APRIL 26, 2022
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $948,442,000
BENCHMARK TREASURY: UST 2.625% DUE APRIL 15, 2025
BENCHMARK TREASURY YIELD: 2.825%
SPREAD TO BENCHMARK TREASURY: +53 BASIS POINTS
RE-OFFER YIELD:
3.355%
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RBC0 / US06406RBC07
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CITIGROUP GLOBAL MARKETS INC. |
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DEUTSCHE BANK SECURITIES INC. |
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LOOP CAPITAL MARKETS LLC |
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RBC CAPITAL MARKETS, LLC |
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SAMUEL A. RAMIREZ & COMPANY,
INC. |
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SIEBERT WILLIAMS SHANK & CO.,
LLC |
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BNY MELLON CAPITAL MARKETS, LLC |
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| CO-MANAGERS***: |
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TD SECURITIES (USA) LLC |
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COMMONWEALTH BANK OF AUSTRALIA |
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JEFFERIES LLC |
The notes are not deposits or other obligations of a bank and
are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
The issuer has filed a registration statement (including a
prospectus and prospectus supplement) with the SEC for the offering
to which this communication relates. Before you invest, you should
read the prospectus and prospectus supplement in that registration
statement, and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling Citigroup Global
Markets Inc. at 1-800-831-9146, Deutsche
Bank Securities Inc. at 1-800-503-4611, Loop
Capital Markets LLC at 1-312-913-4900, RBC
Capital Markets, LLC at 1-866-375-6829, Samuel A.
Ramirez & Company, Inc. at 1-800-888-4086, Siebert
Williams Shank & Co., LLC at 1-212-830-4500 or BNY
Mellon Capital Markets, LLC at 1-800-269-6864.
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A security rating is not a recommendation to buy, sell
or hold securities, and may be subject to revision or withdrawal at
any time by the assigning rating organization. Each rating should
be evaluated independently of any other rating.
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The Bookrunners and Co-Managers expect to deliver the notes
in book-entry form only through the facilities of The Depository
Trust Company against payment in New York, New York on or about the
fifth business day following the date of this Term Sheet. Trades of
securities in the secondary market generally are required to settle
in two business days, referred to as T+2, unless the parties to a
trade agree otherwise. Accordingly, by virtue of the fact that the
initial delivery of the notes will not be made on a T+2 basis,
investors who wish to trade the notes prior to two days before
delivery will be required to specify an alternative settlement
cycle at the time of any such trade to prevent a failed
settlement.
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To the extent any Co-Manager that is not a U.S.
registered broker-dealer intends to effect any offers or sales of
any notes in the United States, it will do so through one or more
U.S. registered broker-dealers in accordance with the applicable
U.S. securities laws and regulations.
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