Item 3.03. Material Modification to Rights of Security Holders.
Upon issuance of the Series G Noncumulative Perpetual Preferred Stock,
liquidation preference $100,000 per share, par value $0.01 per share (the
"Series G Preferred Stock") by The Bank of New York Mellon Corporation (the
"Registrant") on May 19, 2020, the ability of the Registrant to declare or pay
dividends on, or purchase, redeem or otherwise acquire, shares of its common
stock or any shares of the Registrant that rank junior to the Series G Preferred
Stock will be subject to certain restrictions in the event that the Registrant
does not declare and pay (or set aside) dividends on the Series G Preferred
Stock for the last preceding dividend period. The terms of the Series G
Preferred Stock, including such restrictions, are more fully described in the
Certificate of Designations (as defined in Item 5.03 below), a copy of which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 15, 2020, the Registrant filed a Certificate of Designations (the
"Certificate of Designations") with the Secretary of State of the State of
Delaware to establish the preferences, limitations and relative rights of the
Series G Preferred Stock. The Certificate of Designations became effective upon
filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 8.01. Other Events.
On May 12, 2020, the Registrant entered into an underwriting agreement (the
"Underwriting Agreement") with Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY
Mellon Capital Markets, LLC, as representatives of the several underwriters
listed therein (the "Underwriters"), relating to the public offering (the
"Offering") of 1,000,000 depositary shares (the "Depositary Shares"), each
representing a 1/100th interest in a share of the Series G Preferred Stock. The
Underwriting Agreement contains various representations, warranties and
agreements by the Registrant, conditions to closing, indemnification rights and
obligations of the parties and termination provisions. The description of the
Underwriting Agreement set forth above is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference. This Current
Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an
exhibit to the Registrant's registration statement on Form S-3 (File
No. 333-228787) (the "Registration Statement") and such exhibit is hereby
incorporated by reference into the Registration Statement.
A copy of the opinion of James J. Killerlane III, Deputy General Counsel and
Chief Securities Counsel of the Registrant, relating to the legality of the
issuance and sale of the Depositary Shares is attached as Exhibit 5.1 to this
Current Report on Form 8-K. Exhibits 5.1 and 23.1 (included in Exhibit 5.1) of
this Current Report on Form 8-K are hereby incorporated by reference into the
Registration Statement.
The Depositary Shares were issued pursuant to a Deposit Agreement, dated as of
May 19, 2020 (the "Deposit Agreement"), by and among the Registrant, Equiniti
Trust Company, as depositary, and the holders from time to time of the
depositary receipts described therein, a copy of which is filed as Exhibit 4.2
to this Current Report on Form 8-K and incorporated herein by reference. The
form of certificate representing the Series G Preferred Stock and the form of
depositary receipt representing the Depositary Shares are filed and included as
Exhibit A and Exhibit B, respectively, to the Deposit Agreement and are
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated May 12, 2020, by and among the
Registrant and Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co.
LLC and BNY Mellon Capital Markets, LLC, as representatives of the
several underwriters listed therein
3.1 Certificate of Designations of the Registrant with respect to the
Series G Preferred Stock, dated May 15, 2020, filed with the
Secretary of State of the State of Delaware and effective May 15,
2020
4.1 Certificate of Designations of the Registrant with respect to the
Series G Preferred Stock, dated May 15, 2020, filed with the
Secretary of State of the State of Delaware and effective May 15,
2020 (filed as Exhibit 3.1)
4.2 Deposit Agreement, dated as of May 19, 2020, by and among the
Registrant, Equiniti Trust Company, as depositary, and the holders
from time to time of the depositary receipts described therein
4.3 Form of certificate representing the Series G Preferred Stock
(included as Exhibit A to Exhibit 4.2)
4.4 Form of depositary receipt representing the Depositary Shares
(included as Exhibit B to Exhibit 4.2)
5.1 Opinion of James J. Killerlane III, Deputy General Counsel and
Chief Securities Counsel of the Registrant
23.1 Consent of James J. Killerlane III, Deputy General Counsel and
Chief Securities Counsel of the Registrant (included in Exhibit 5.1)
104 Cover Page Interactive Data file - the cover page XBRL tags are
embedded within the Inline XBRL document
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