BNY Mellon Announces Pricing of Public Offering of $1.3 Billion of Depositary Shares Representing Interests in Preferred Stock

Rhea-AI Summary

BNY Mellon (NYSE: BK) has priced a public offering of 1,300,000 depositary shares, each representing a 1/100^th interest in its Series I Noncumulative Perpetual Preferred Stock, totaling $1.3 billion. The offering price is $1,000 per depositary share, with dividends accruing at 3.750% until December 20, 2026. Proceeds will be used to redeem Series E preferred stock and for general corporate purposes. The offering is set to close on November 18, 2021.

Positive

• The offering raises $1.3 billion for the company.
• Proceeds will be used to redeem existing preferred stock, potentially stabilizing the capital structure.

Negative

• Issuing new preferred shares may dilute existing shareholder equity.

NEW YORK, Nov. 8, 2021 /PRNewswire/ -- The Bank of New York Mellon Corporation ("BNY Mellon") (NYSE: BK) today announced that it priced an underwritten public offering of 1,300,000 depositary shares, each representing a 1/100^th interest in a share of its Series I 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 ($1.3 billion aggregate public offering price). Dividends will accrue on the liquidation amount of $100,000 per share of the Series I preferred stock at a rate per annum equal to 3.750% from the original issue date to, but excluding, December 20, 2026 and from, and including, December 20, 2026, at the "five-year treasury rate" (as defined in the preliminary prospectus supplement) as of the most recent reset dividend determination date plus 2.630%. 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. On December 20, 2026, or any dividend payment date thereafter, the Series I preferred stock may be redeemed at BNY Mellon's option, in whole or in part, at a cash redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the redemption date. Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and BNY Mellon Capital Markets, LLC served as joint book-running managers for the offering; Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, UBS Securities LLC and Wells Fargo Securities, LLC served as joint lead managers for the offering. The offering is expected to close on November 18, 2021. 

BNY Mellon intends to use the net proceeds from the sale of the depositary shares to redeem all of the outstanding shares of its Series E Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per share and the remainder of the net proceeds for general corporate purposes.

BNY Mellon filed a shelf registration statement (including a prospectus) on December 13, 2018 and a preliminary prospectus supplement on November 8, 2021, 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 BNY Mellon has filed and will file with the SEC that are incorporated by reference into the registration statement for more complete information about BNY Mellon 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 BNY Mellon, 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 BNY Mellon 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 Citigroup Global Markets Inc. at 1-800-831-9146, Credit Suisse Securities (USA) LLC at 1-800-221-1037, Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, RBC Capital Markets, LLC at 1-866-375-6829 or BNY Mellon Capital Markets, LLC at 1-800-269-6864.

About BNY Mellon
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 and wealth management and investment services in 35 countries. As of Sept. 30, 2021, BNY Mellon had $45.3 trillion in assets under custody and/or administration, and $2.3 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 (NYSE: BK).

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to, among other things, BNY Mellon's expectations with respect to the offering and the use of proceeds. These statements are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond BNY Mellon's control). Actual outcomes may differ materially from those expressed or implied as a result of risks and uncertainties, including, but not limited to, the factors identified above and the risk factors and other uncertainties set forth in the BNY Mellon's Annual Report on Form 10-K for the year ended December 31, 2020, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and BNY Mellon's other filings with the SEC. All statements in this press release speak only as of the date of on which such statements are made, and BNY Mellon undertakes no obligation to update any statement to reflect events or circumstances that arise after the date on which such forward-looking statement is made or to reflect the occurrence of unanticipated events.

Contacts:

Media
Garrett Marquis
+1 949 683 1503
garrett.marquis@bnymellon.com

Analysts
Marius Merz
+1 212 298 1480
marius.merz@bnymellon.com

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SOURCE BNY Mellon

FAQ

What are the details of BNY Mellon's public offering?

BNY Mellon priced a public offering of 1,300,000 depositary shares at $1,000 each, totaling $1.3 billion.

What will BNY Mellon do with the proceeds from the offering?

The proceeds will be used to redeem Series E Noncumulative Perpetual Preferred Stock and for general corporate purposes.

When is the expected closing date for the BNY Mellon offering?

The offering is expected to close on November 18, 2021.

What is the dividend rate on BNY Mellon's new preferred stock?

The dividend rate is 3.750% until December 20, 2026.

How does the public offering affect BNY Mellon's shareholders?

The offering may lead to dilution of existing shareholder equity due to the issuance of new preferred shares.