NEW YORK, April 23, 2015 /PRNewswire/ -- BNY Mellon
(NYSE: BK) today announced that it priced an underwritten public
offering of 1,000,000 depositary shares, each representing a
1/100th interest in a share of its Series E
Noncumulative Perpetual Preferred Stock, with a liquidation
preference of $100,000 per share
(equivalent to $1,000 per depositary
share), at a public offering price of $1,000 per depositary share ($1 billion aggregate public offering
price). Dividends will accrue on the liquidation amount of
$100,000 per share of the Series E
preferred stock at a rate per annum equal to (i) 4.950% from the
original issue date of the Series E preferred stock to but
excluding June 20, 2020 for each dividend period ending on or
before June 20, 2020; and (ii) a
floating rate equal to three-month LIBOR plus 3.42% from and
including June 20, 2020 for each dividend period ending after
June 20, 2020. Fixed rate
dividends will be payable in arrears on June
20 and December 20 of each
year, commencing on December 20,
2015, and floating rate dividends will be payable in arrears
on March 20, June 20, September
20 and December 20 of each
year, commencing on September 20,
2020. In each case, dividends will be paid only when, as and
if declared by the board of directors of BNY Mellon (or a duly
authorized committee of the board) and to the extent that BNY
Mellon has legally available funds to pay dividends. Goldman,
Sachs & Co., Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and BNY Mellon Capital Markets, LLC served as joint
book-running managers for the offering; Barclays Capital Inc., BNP
Paribas Securities Corp., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
& Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC
served as joint lead managers for the offering; and CIBC World
Markets Corp., Jefferies & Company, Inc. and The Williams
Capital Group, L.P. served as co-managers for the offering. The
offering is expected to close on April
28, 2015.
The Company intends to use a portion of the net proceeds from
the sale of the depositary shares to repurchase up to $700 million of its common stock, with a
proportionate reduction in common stock repurchases if less than
$1 billion of depositary shares is
issued. The Company expects to use any remaining net proceeds
for general corporate purposes.
BNY Mellon has filed a shelf registration statement (including a
prospectus) and a preliminary prospectus supplement, and will file
a final prospectus supplement, relating to this offering with the
Securities and Exchange Commission (the "SEC"). Prospective
investors should read the registration statement (including the
base prospectus), the preliminary prospectus supplement, the final
prospectus supplement (when filed) and other documents the Company
has filed and will file with the SEC that are incorporated by
reference into the Registration Statement for more complete
information about the Company and the offering, including the risks
associated with the securities and the offering. This press
release does not constitute an offer to sell or the solicitation of
any offer to buy securities of the Company, nor shall there be any
offer or sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The offering
was made only by means of a prospectus supplement and accompanying
base prospectus. Copies of the registration statement, the
preliminary prospectus supplement, the final prospectus supplement
(when filed) and other documents that the Company has filed with
the SEC that are incorporated by reference into the Registration
Statement are available at no charge by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, a copy of the
prospectus supplement and accompanying base prospectus relating to
these securities can be obtained by contacting Goldman, Sachs &
Co., Prospectus Department, 200 West Street, New York, NY 10282, by calling 866-471-2526,
by facsimile at 212-902-9316, or by e-mail:
prospectus-ny@ny.email.gs.com; or Citigroup Global Markets Inc., by
calling 1-800-831-9146, or by mail at Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by e-mail:
prospectus@citi.com; or Deutsche Bank Securities Inc., by calling
800-503-4611, or by mail at 60 Wall Street, New York, New York 10005-2836, attention:
Prospectus Group, or by e-mail: prospectus.CPDG@db.com; or BNY
Mellon Capital Markets, LLC by calling 800-269-6864, or by mail at
101 Barclay St., 3W, New York, NY
10286 attention: Debt Capital Markets.
BNY Mellon is a global investments company dedicated to helping
its clients manage and service their financial assets throughout
the investment lifecycle. Whether providing financial services for
institutions, corporations or individual investors, BNY Mellon
delivers informed investment management and investment services in
35 countries and more than 100 markets. As of March 31, 2015, BNY Mellon had $28.5 trillion in assets under custody and/or
administration, and $1.74 trillion in
assets under management. BNY Mellon can act as a single point of
contact for clients looking to create, trade, hold, manage,
service, distribute or restructure investments. BNY Mellon is the
corporate brand of The Bank of New York Mellon Corporation.
The information presented in this press release may contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements
may be expressed in a variety of ways, including the use of future
or present tense language, and relate to, among other things, the
Company's expectations with respect to the offering. These
statements are based upon current beliefs and expectations and are
subject to significant risks and uncertainties (some of which are
beyond the Company's control). Factors that could cause the
Company's results to differ materially can be found in the risk
factors set forth in the Company's Annual Report on Form 10-K for
the year ended December 31, 2014 and
the Company's other filings with the SEC. Such
forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
Contacts:
Media:
Kevin Heine
(212) 635-1590
kevin.heine@bnymellon.com
Analysts:
Valerie Haertel
(212) 635-8529
valerie.haertel@bnymellon.com
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SOURCE BNY Mellon