Summary
Bank of New York Mellon Corporation (BK) has filed an 8-K report detailing the issuance and public offering of Series I Noncumulative Perpetual Preferred Stock. This preferred stock, represented by depositary shares, was established through a Certificate of Designations filed on November 16, 2021, and the company entered into an underwriting agreement on November 8, 2021, for the public offering. The issuance of this Series I Preferred Stock introduces certain restrictions on BK's ability to pay dividends or repurchase common stock if dividends on the preferred stock are not paid for a preceding dividend period. This move suggests a strategic capital management decision by the company, likely aimed at enhancing its capital structure or meeting regulatory requirements, while also signaling a commitment to preferred shareholders.
Key Highlights
- 1BK established Series I Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share.
- 2A public offering of 1,300,000 depositary shares, each representing a 1/100th interest in a share of Series I Preferred Stock, was arranged.
- 3The issuance of Series I Preferred Stock imposes restrictions on BK's ability to pay common stock dividends or repurchase junior stock if preferred dividends are missed.
- 4A Certificate of Designations was filed with the Secretary of State of Delaware on November 16, 2021, detailing the terms of the Series I Preferred Stock.
- 5The company entered into an Underwriting Agreement on November 8, 2021, with several underwriters for the public offering.
- 6The Series I Preferred Stock is noncumulative, meaning missed dividend payments are not carried forward.
- 7The filing includes incorporated exhibits such as the Underwriting Agreement, Certificate of Designations, and Deposit Agreement.