01—Abstract
Summary
Summary of the 8-K filed March 10, 2025. Cited figures are marked; the original filing is the authoritative source.
Bank of New York Mellon Corporation (BK) has filed an 8-K report detailing the issuance and public offering of its Series J Noncumulative Perpetual Preferred Stock, represented by Depositary Shares.
This issuance introduces new preferred stock that ranks senior to common stock and imposes dividend restrictions on common stock if preferred dividends are not met. The company entered into an underwriting agreement with several major financial institutions for the public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of the Series J Preferred Stock. This move is a significant capital raise and alters the capital structure of BK.
Investors should note that the terms of this Series J Preferred Stock, including its liquidation preference of $100,000a per share and dividend rights, are now part of BK's capital structure. The restrictions placed on common stock dividends in the event of missed preferred dividend payments are a key takeaway for common shareholders, potentially impacting dividend payouts. The filing also includes the Certificate of Designations and Deposit Agreement, which provide detailed terms for this new class of preferred stock and its representation.
02—Key points
Key Highlights
- BK has issued Series J Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share.
- A public offering of 500,000 Depositary Shares, each representing a 1/100th interest in the Series J Preferred Stock, is underway.
- The issuance of Series J Preferred Stock introduces restrictions on BK's ability to declare or pay dividends on, or acquire, its common stock if preferred dividends are not paid.
- An Underwriting Agreement has been executed with several prominent underwriters, including Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC.
- The Certificate of Designations establishing the terms of the Series J Preferred Stock has been filed with the Delaware Secretary of State.
- A Deposit Agreement has been put in place with Computershare Inc. and Computershare Trust Company, N.A. to manage the depositary shares.
- This filing is also being used to incorporate exhibits into BK's existing registration statement on Form S-3 (File No. 333-282710).
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing for BNY Mellon (BK)?
This filing announces the establishment and public offering of BNY Mellon's Series J Noncumulative Perpetual Preferred Stock, represented by Depositary Shares. It details the terms of this new preferred stock and the associated underwriting and deposit agreements, impacting BK's capital structure and future dividend policies.
How does the new Series J Preferred Stock affect common stockholders?
The Series J Preferred Stock imposes restrictions on BNY Mellon's ability to declare or pay dividends on, or repurchase, its common stock if dividends on the Series J Preferred Stock are not paid for a preceding dividend period. This means common stock dividend payments could be suspended or limited if the preferred dividends are not met.
What are the key terms of the Series J Preferred Stock?
The Series J Preferred Stock has a liquidation preference of $100,000 per share and is noncumulative. This means that if BNY Mellon does not declare and pay dividends for a specific period, those missed dividends are not accumulated and must be paid later; they are simply forfeited for that period.
Who are the underwriters for the public offering of Depositary Shares?
The underwriters for the public offering of Depositary Shares include Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, and BNY Mellon Capital Markets, LLC.
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