Summary
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 $100,000 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.
Key Highlights
- 1BK has issued Series J Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share.
- 2A public offering of 500,000 Depositary Shares, each representing a 1/100th interest in the Series J Preferred Stock, is underway.
- 3The 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.
- 4An Underwriting Agreement has been executed with several prominent underwriters, including Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC.
- 5The Certificate of Designations establishing the terms of the Series J Preferred Stock has been filed with the Delaware Secretary of State.
- 6A Deposit Agreement has been put in place with Computershare Inc. and Computershare Trust Company, N.A. to manage the depositary shares.
- 7This filing is also being used to incorporate exhibits into BK's existing registration statement on Form S-3 (File No. 333-282710).