Summary
The Bank of New York Mellon Corporation (BK) filed an 8-K on September 17, 2012, to report on the upcoming issuance and offering of its Series C Noncumulative Perpetual Preferred Stock and associated Depositary Shares. This filing details the establishment of the Series C Preferred Stock, which carries specific dividend rights and restrictions on common stock or junior stock dividends if preferred dividends are not met. The company also entered into an underwriting agreement for a public offering of 22,000,000 depositary shares, representing interests in the Series C Preferred Stock, with an option for underwriters to purchase an additional 3,300,000 shares. This issuance represents a significant capital-raising activity for BNY Mellon. Investors should note the structural implications of the preferred stock, particularly the dividend payment requirements and the potential limitations on common stock distributions. The filing also includes the legal opinions and agreements related to this transaction, providing transparency on the terms and conditions of the preferred stock offering.
Key Highlights
- 1BNY Mellon established Series C Noncumulative Perpetual Preferred Stock with specific dividend rights and potential restrictions on common stock dividends.
- 2The company entered into an underwriting agreement for a public offering of 22,000,000 Depositary Shares, representing interests in the Series C Preferred Stock.
- 3Underwriters have an option to purchase an additional 3,300,000 Depositary Shares to cover potential over-allotments.
- 4The Certificate of Designations for the Series C Preferred Stock was filed with the Delaware Secretary of State on September 13, 2012.
- 5The offering involves the creation of Depositary Shares, each representing a fraction of a share of the Series C Preferred Stock.
- 6The filing includes various exhibits such as the Underwriting Agreement, Deposit Agreement, and legal opinions related to the issuance.