What is the significance of the Series E Noncumulative Perpetual Preferred Stock issuance?

The Series E Preferred Stock issuance is significant as it introduces a new class of preferred equity into BNY Mellon's capital structure. It also carries specific dividend and repurchase restrictions on common stock if dividends on the preferred stock are not met, which investors should monitor.

What is a 'depositary share' and what does it represent in this filing?

A depositary share is a security that represents a fraction of a share of preferred stock of the issuing company. In this case, each depositary share represents a 1/100th interest in one share of the Series E Preferred Stock, making it more accessible for individual investors.

What impact might the Series E Preferred Stock have on common stockholders?

The primary impact on common stockholders stems from the dividend restrictions. If BNY Mellon fails to pay dividends on the Series E Preferred Stock, it cannot pay dividends on its common stock or repurchase common stock. This prioritizes preferred stockholders' dividends.

Where can I find the detailed terms and conditions of the Series E Preferred Stock?

The detailed terms, including preferences, limitations, and relative rights, are outlined in the Certificate of Designations, which was filed as Exhibit 3.1 to this 8-K report and is incorporated by reference. The Deposit Agreement (Exhibit 4.1) further details the depositary shares.

BK 8-K: Shareholder Matters & Corporate Changes

Summary

The Bank of New York Mellon Corporation (BK) filed an 8-K on April 28, 2015, to report on the issuance of its Series E Noncumulative Perpetual Preferred Stock and related public offering of depositary shares. This filing is primarily focused on detailing the terms and conditions surrounding this new class of preferred stock, which carries a liquidation preference of $100,000 per share. Key investor considerations include the potential impact of this preferred stock issuance on the company's capital structure and dividend policies. The terms of the Series E Preferred Stock impose restrictions on BK's ability to declare or pay dividends on, or repurchase, its common stock or any shares ranking junior to the Series E Preferred Stock, should the company fail to pay dividends on the preferred stock. This filing outlines the official establishment of these preferences and limitations through a Certificate of Designations filed with the State of Delaware.

Key Highlights

1BK issued Series E Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share.
2The company entered into an underwriting agreement for a public offering of 1,000,000 depositary shares, each representing a 1/100th interest in a share of Series E Preferred Stock.
3The issuance of Series E Preferred Stock imposes restrictions on BK's ability to pay dividends on or repurchase common stock if preferred dividends are not paid.
4A Certificate of Designations was filed with the State of Delaware to establish the terms of the Series E Preferred Stock.
5The filing includes the underwriting agreement, Certificate of Designations, deposit agreement, and legal opinions as exhibits.
6The 8-K serves to incorporate these documents into BK's existing SEC filings, including a Form S-3 registration statement.

Bank of New York Mellon Corp 8-K Report, Rights Modification (Apr 28, 2015)

Summary

Key Highlights

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