Summary
The Bank of New York Mellon Corporation (BK) filed an 8-K report on May 16, 2012, detailing a significant transaction involving the issuance of new senior notes. On May 10, 2012, the company entered into a Securities Purchase and Registration Rights Agreement for the sale of $500.1 million in Senior Notes due 2017. This issuance is notable because the purchase price will be paid by the selling securityholders (Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC) using $500.1 million aggregate principal amount of the company's own Remarketable 6.044% Junior Subordinated Notes due 2043. These existing junior subordinated notes are being purchased by the selling securityholders in a remarketing transaction from Mellon Capital IV. The agreement also includes standard provisions such as representations, warranties, indemnification, and termination rights, and allows for a secondary public offering of the new senior notes by the purchasers.
Key Highlights
- 1BK entered into a Securities Purchase and Registration Rights Agreement on May 10, 2012.
- 2The company will issue $500.1 million in Senior Notes due 2017.
- 3The purchase of the new Senior Notes will be settled by the delivery of $500.1 million of BK's existing Junior Subordinated Notes due 2043.
- 4The purchasers of the new Senior Notes are Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc.
- 5The transaction involves a remarketing of BK's existing junior subordinated notes from Mellon Capital IV.
- 6The agreement includes customary provisions for such transactions, including representations, warranties, indemnification, and termination rights.
- 7The selling securityholders may conduct a secondary public offering of the newly issued Senior Notes.