8-KOther Events

Bank of New York Mellon Corp 8-K Report, Corporate Update (May 31, 2022)

Filed May 31, 2022For Securities:BKBK-PKBNYBNY-PK

Summary

The Bank of New York Mellon Corporation (BK) has announced a significant divestiture, entering into a definitive agreement to sell its BNY Alcentra Group Holdings, Inc. ("Alcentra") subsidiary to Franklin Resources, Inc. (Franklin Templeton). This transaction, expected to close in early Q1 2023, is structured with an initial cash payment of $350 million, plus up to an additional $350 million in contingent consideration tied to performance over four years. Furthermore, Franklin Templeton will purchase Alcentra's seed capital investments, valued at approximately $305 million as of March 31, 2022, with the final amount to be determined at closing. From an investor's perspective, this sale is noteworthy for its immediate capital impact. BNY Mellon anticipates the transaction will bolster its Common Equity Tier 1 (CET1) capital by roughly $0.5 billion upon closing. While the deal offers potential upside through contingent payments, investors should remain aware of the inherent risks and uncertainties associated with the transaction's completion, including regulatory approvals and the achievement of performance thresholds for the earn-out.

Key Highlights

  • 1BNY Mellon agrees to sell its Alcentra subsidiary to Franklin Templeton for $350 million cash at close, plus up to $350 million in contingent consideration.
  • 2Franklin Templeton will also acquire Alcentra's seed capital investments, valued at approximately $305 million as of March 31, 2022.
  • 3The transaction is expected to be completed in early the first calendar quarter of 2023, subject to customary closing conditions and regulatory approvals.
  • 4BNY Mellon anticipates the sale will increase its Common Equity Tier 1 (CET1) capital by approximately $0.5 billion at closing.
  • 5The contingent consideration of up to $350 million depends on Alcentra achieving certain performance thresholds over the next four years.
  • 6The filing includes forward-looking statements regarding the transaction's timing and capital impact, with disclaimers about risks and uncertainties.
  • 7This divestiture represents a strategic move for BNY Mellon, focusing on streamlining its business and strengthening its capital position.

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