8-KShareholder MattersCorporate ChangesOther Events+1

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.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the creation of a new class of preferred stock, the Series D Noncumulative Perpetual Preferred Stock, and to announce the terms of an upcoming public offering of depositary shares representing interests in this preferred stock. It also details the restrictions that this new stock places on the company's ability to pay common stock dividends or repurchase common stock.

The Series D Preferred Stock introduces a condition: if dividends on the Series D Preferred Stock are not declared and paid for a preceding dividend period, BK's ability to declare or pay dividends on its common stock, or to purchase or redeem common stock or any junior securities, will be restricted. This means common stockholders' potential for dividends and share buybacks could be curtailed if the company fails to meet its obligations on the Series D Preferred Stock.

The Series D Preferred Stock has a liquidation preference of $100,000 per share and a par value of $0.01 per share. It is noncumulative and perpetual. The filing establishes its preferences, limitations, and relative rights through a Certificate of Designations.

The company is offering 500,000 depositary shares to the public, with each depositary share representing a 1/100th interest in a share of the Series D Preferred Stock. The offering is being conducted through an Underwriting Agreement with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, and BNY Mellon Capital Markets, LLC acting as representatives for the underwriters.