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Bank of New York Mellon Corp 8-K Report, Rights Modification (May 16, 2013)

Filed May 16, 2013For Securities:BKBK-PKBNYBNY-PK

Summary

The Bank of New York Mellon Corporation (BK) filed an 8-K on May 16, 2013, to report on the establishment and upcoming public offering of its Series D Noncumulative Perpetual Preferred Stock. This filing details the creation of the Series D Preferred Stock through a Certificate of Designations, which sets forth its liquidation preference, par value, and dividend terms. Crucially, the issuance of this preferred stock introduces restrictions on the company's ability to declare or pay dividends on, or repurchase, its common stock or any junior securities if dividends on the Series D Preferred Stock are not paid for the preceding dividend period. This signifies a change in capital structure and potential implications for common stockholders' dividend rights and share repurchases. The report also includes the Underwriting Agreement for the public offering of depositary shares representing interests in the Series D Preferred Stock, outlining the terms of the sale and the parties involved, including BNY Mellon Capital Markets, LLC as a representative of the underwriters.

Key Highlights

  • 1Bank of New York Mellon Corporation (BK) established Series D Noncumulative Perpetual Preferred Stock.
  • 2The Series D Preferred Stock has a liquidation preference of $100,000 per share and a par value of $0.01 per share.
  • 3Issuance of Series D Preferred Stock imposes restrictions on BK's ability to pay common stock dividends or repurchase junior securities if preferred dividends are not met.
  • 4BK entered into an Underwriting Agreement for a public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of Series D Preferred Stock.
  • 5The offering involves Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, and BNY Mellon Capital Markets, LLC as underwriters.
  • 6A Deposit Agreement was established with Computershare Shareowner Services LLC as the depositary for the Series D Preferred Stock.
  • 7The filing includes the Certificate of Designations for the Series D Preferred Stock and the Underwriting Agreement as exhibits.

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