Bank of New York Mellon : Prospectus filed pursuant to Rule 424(b)(2)
10/17/2019 | 08:34am EST
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus and prospectus supplement are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 17, 2019
Pricing Supplement dated October , 2019
(To Prospectus dated December 13, 2018 and
File No. 333-228787
Prospectus Supplement dated December 13, 2018)
THE BANK OF NEW YORK MELLON CORPORATION
Senior Medium-Term Notes Series J
(U.S. $ Fixed Rate)
% Senior Notes Due 20
Trade Date: October
Original Issue Date: October
Principal Amount: $
Net Proceeds (Before Expenses) to Issuer: $
Price to Public:
% plus accrued interest, if any, from October
Maturity Date: October
Interest Payment Dates: Semi-annually on the
th day of April and October of each year, commencing April , 2020 and ending on the Maturity Date
(or the next business day, if an Interest Payment Date falls on a non-business day; the amount of interest payable will not be adjusted for such
% per annum
The Notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
The Notes cannot be redeemed prior to maturity
The Notes may be redeemed prior to maturity
The Notes cannot be repaid prior to maturity
The Notes can be repaid prior to maturity at the option of the holder of the Notes
Yes x No
United States Federal Income Tax Consequences: See the discussion under "United States Federal Income Tax Consequences" in the Prospectus Supplement for a discussion of the United States federal income tax consequences of investing in the Notes. The U.S. Treasury Department recently released proposed regulations that, if finalized in their present form, would eliminate the federal withholding tax of 30% described under "United States Federal Income Tax Consequences-FATCA Withholding" in the Prospectus Supplement with respect to gross proceeds from sales or other dispositions of the Notes. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.
As discussed under "United States Federal Income Tax Consequences-United States Holders" in the Prospectus Supplement, United States persons that use an accrual method of accounting for tax purposes ("accrual method holders") generally are required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements (the "book/tax conformity rule"). The application of the book/tax conformity rule thus may require the accrual of income earlier than would be the case under the general tax rules discussed under "United States Federal Income Tax Consequences." It is not entirely clear to what types of income the book/tax conformity rule applies, or, in some cases, how the rule is to be applied if it is applicable. However, recently released proposed regulations generally would exclude, among other items, original issue discount and market discount (in either case, whether or not de minimis) from the applicability of the book/tax conformity rule. Although the proposed regulations generally will not be effective until taxable years beginning after the date on which they are issued in final form, taxpayers generally are permitted to elect to rely on their provisions currently. Accrual method holders should consult with their tax advisors regarding the potential applicability of the book/tax conformity rule to their particular situation.
Defeasance: The defeasance and covenant defeasance provisions of the Senior Indenture described under "Description of Debt Securities-Debt Securities Issued by the Company under the Senior Indenture or the Senior Subordinated Indenture-Legal Defeasance and Covenant Defeasance" in the Prospectus will apply to the Notes.
The following selling restrictions appearing in the accompanying Prospectus Supplement are amended in their entirety as follows:
PRIIPs Regulation / Prospectus Regulation / Prohibition of Sales to EEA Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"); and the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Switzerland: The Notes may not be offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, this prospectus supplement and the accompanying prospectus have been prepared without regard to the disclosure standards for issuance prospectuses under article 652a or article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under article 27 ff. of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Neither this prospectus supplement and the accompanying prospectus nor any other offering or marketing materials relating to the Notes may be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. Neither this prospectus supplement and the accompanying prospectus nor any other offering or marketing materials relating to the issuer or the Notes have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement and the accompanying prospectus will not be filed with, and the offer of the Notes will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the Notes has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Notes.
Plan of Distribution: The Notes described herein are being purchased, severally and not jointly, by the agents named in the below table (the "Agents"), each as principal, on the terms and conditions described in the prospectus supplement under the caption "Plan of Distribution of Medium-Term Notes (Conflicts of Interest)."
Aggregate Principal Amount
of Notes to be Purchased
BofA Securities, Inc.
Mizuho Securities USA LLC
UBS Securities LLC
BNY Mellon Capital Markets, LLC
The Agents expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about the fifth business day following the date of this pricing supplement, or "T+5". Trades of securities in the secondary market generally are required to settle in two business days, referred to as T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+2 basis, investors who wish to trade the Notes more than two business days before the Original Issue Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
The prospectus, prospectus supplement and this pricing supplement may be used by the Company, BNY Mellon Capital Markets, LLC and any other affiliate controlled by the Company in connection with offers and sales relating to the initial sales of securities and any market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The Company and its affiliates may act as principal or agent in these transactions.
The Agents and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.
We estimate that we will pay approximately $
for expenses, excluding underwriting discounts and commissions.
In the ordinary course of their various business activities, the Agents and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities), and financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and securities activities may have involved, and in the future may involve, securities and instruments of the Company.
The Bank of New York Mellon Corporation published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 12:33:05 UTC