8-KShareholder MattersCorporate ChangesOther Events+1

Bank of New York Mellon Corp 8-K Report, Rights Modification (Nov 3, 2020)

Filed November 3, 2020For Securities:BKBK-PKBNYBNY-PK

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.

Frequently Asked Questions

The Series H Noncumulative Perpetual Preferred Stock is a new class of preferred stock issued by The Bank of New York Mellon Corporation. It has a liquidation preference of $100,000 per share and ranks senior to common stock. Dividends are noncumulative, meaning missed dividend payments are not accumulated.

The issuance of the Series H Preferred Stock means that BK's ability to declare dividends on, or repurchase, its common stock (or any stock ranking junior to the Series H Preferred Stock) will be restricted if the company fails to declare and pay dividends on the Series H Preferred Stock for the preceding dividend period. This prioritizes payments to preferred shareholders.

The public offering is for depositary shares, each representing a 1/100th interest in a share of the Series H Preferred Stock. This is a common structure to make high-denomination preferred stock more accessible to a wider range of investors.

The Underwriting Agreement details the terms of the public offering of the depositary shares between BK and a group of underwriters, including major investment banks. It outlines the responsibilities, conditions, and terms of the sale of these new securities to the public.