8-KOther EventsExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Corporate Update (May 16, 2012)

Filed May 16, 2012For Securities:BKBK-PKBNYBNY-PK

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.

Frequently Asked Questions

This 8-K filing announces The Bank of New York Mellon Corporation's (BK) entry into a Securities Purchase and Registration Rights Agreement for the issuance of $500.1 million in Senior Notes due 2017. It details the terms of this issuance and the parties involved.

The new Senior Notes will be paid for by the purchasing securityholders (Credit Suisse, Deutsche Bank, and J.P. Morgan) through the delivery of $500.1 million aggregate principal amount of BK's own existing Remarketable 6.044% Junior Subordinated Notes due 2043. These existing notes are being acquired by the purchasers in a remarketing transaction.

The 'Registration Rights' component of the agreement means that the selling securityholders have the right to request that the company register the Notes for resale to the public. This allows them to potentially conduct a secondary public offering, making the Notes available to a wider investor base.

While the filing details standard representations, warranties, and indemnification, BK agrees to indemnify the selling securityholders against certain liabilities, including those under the Securities Act of 1933. This means BK may bear costs if there are misrepresentations or omissions in the offering documents related to these new notes.