Summary
The Bank of New York Mellon Corporation (BK) filed an 8-K on November 2, 2020, detailing the establishment and public offering of its Series H Noncumulative Perpetual Preferred Stock. This filing introduces a new class of preferred stock, with each depositary share representing a 1/100th interest in a share of the Series H Preferred Stock. The terms of this preferred stock are outlined in the Certificate of Designations, which imposes restrictions on the company's ability to declare dividends or repurchase common stock if dividends on the Series H Preferred Stock are not paid. Investors should note that the issuance of this preferred stock, with a liquidation preference of $100,000 per share, impacts BK's capital structure. The Underwriting Agreement with several major financial institutions, including BNY Mellon Capital Markets, LLC, signifies the terms of the public offering for 582,500 depositary shares. This move is a significant event for the company's financial operations and shareholder rights.
Key Highlights
- 1Establishment of Series H Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share.
- 2Public offering of 582,500 depositary shares, each representing a 1/100th interest in a share of the Series H Preferred Stock.
- 3Issuance of Series H Preferred Stock imposes restrictions on BK's ability to pay dividends on or repurchase junior stock if preferred dividends are not met.
- 4Underwriting Agreement entered into on October 26, 2020, with major financial institutions for the public offering.
- 5Certificate of Designations filed with Delaware Secretary of State, outlining the terms and rights of the Series H Preferred Stock.
- 6The filing incorporates exhibits related to the underwriting agreement, certificate of designations, deposit agreement, and legal opinions.