BNY Mellon Announces Pricing of Public Offering of $582.5 Million of Depositary Shares Representing Interests in Preferred Stock

Rhea-AI Summary

BNY Mellon (NYSE: BK) announced the pricing of a public offering for 582,500 depositary shares, each representing a 1/100^th interest in its Series H Noncumulative Perpetual Preferred Stock, totaling $582.5 million. The shares are priced at $1,000 each, with a 3.700% annual dividend rate until March 20, 2026. Proceeds will be used to redeem Series C Preferred Stock. The offering is set to close on November 3, 2020.

Positive

• Funds from the offering will be used to redeem the Series C Noncumulative Perpetual Preferred Stock, potentially improving BNY Mellon's capital structure.

Negative

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

NEW YORK, Oct. 26, 2020 /PRNewswire/ -- BNY Mellon (NYSE: BK) today announced that it priced an underwritten public offering of 582,500 depositary shares, each representing a 1/100^th interest in a share of its Series H 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 ($582.5 million aggregate public offering price). Dividends will accrue on the liquidation amount of $100,000 per share of the Series H preferred stock at a rate per annum equal to 3.700% from the original issue date to, but excluding, March 20, 2026 and from, and including, March 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 3.352%. 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 March 20, 2026, or any dividend payment date thereafter, the Series H 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., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and BNY Mellon Capital Markets, LLC served as joint book-running managers for the offering; Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. 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 3, 2020. 

BNY Mellon intends to use the net proceeds from the sale of the depositary shares to redeem all outstanding shares of its Series C Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per share.

BNY Mellon filed a shelf registration statement (including a prospectus) on December 13, 2018 and a preliminary prospectus supplement on October 26, 2020, 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, Goldman Sachs & Co. LLC at 1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533, 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, 2020, BNY Mellon had $38.6 trillion in assets under custody and/or administration, and $2.0 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
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, 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).  Factors that could cause BNY Mellon's results to differ materially can be found in the risk factors set forth in the BNY Mellon's Annual Report on Form 10-K for the year ended December 31, 2019, BNY Mellon's Quarterly Report on Form 10-Q for the three months ended June 30, 2020 and BNY Mellon's other filings with the SEC.  Such forward-looking statements speak only as of the date of this press release.  BNY Mellon 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                                                        
Madelyn McHugh  
+1 212 635 1376 
madelyn.mchugh@bnymellon.com  

Analysts
Magda Palczynska 
+1 212 635 8529
magda.palczynska@bnymellon.com

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SOURCE BNY Mellon

FAQ

What is the public offering price for BNY Mellon's depositary shares?

The public offering price for each depositary share is $1,000.

What are the intended use of proceeds from the offering by BNY Mellon?

The net proceeds will be used to redeem all outstanding shares of Series C Noncumulative Perpetual Preferred Stock.

When is the closing date for BNY Mellon's public offering?

The offering is expected to close on November 3, 2020.

What is the annual dividend rate for BNY Mellon's Series H Preferred Stock?

The annual dividend rate is 3.700% until March 20, 2026.

How many depositary shares is BNY Mellon offering?

BNY Mellon is offering 582,500 depositary shares in this public offering.