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Bank of New York Mellon Corp 8-K Report, Rights Modification (Sep 18, 2012)

Filed September 18, 2012For Securities:BKBK-PKBNYBNY-PK

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.

Frequently Asked Questions

This 8-K filing primarily announces the establishment of BNY Mellon's Series C Noncumulative Perpetual Preferred Stock and the related public offering of Depositary Shares, which represent interests in this preferred stock.

The Series C Preferred Stock comes with dividend requirements. If BNY Mellon fails to declare and pay dividends on the Series C Preferred Stock for a preceding dividend period, there will be restrictions on the company's ability to declare or pay dividends on, or acquire, its common stock or any stock ranking junior to the Series C Preferred Stock. This could impact future common stock dividend payments or buybacks.

BNY Mellon is offering 22,000,000 Depositary Shares, with an option for underwriters to purchase up to an additional 3,300,000 Depositary Shares. The offering is being conducted through a group of underwriters, including Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and BNY Mellon Capital Markets, LLC.

The Certificate of Designations for the Series C Preferred Stock was filed with the Secretary of State of the State of Delaware on September 13, 2012, and became effective upon filing.