Item 3.03. Material Modification to Rights of Security Holders.
Upon issuance of the Series I Noncumulative Perpetual Preferred Stock,
liquidation preference $100,000 per share, par value $0.01 per share (the
"Series I Preferred Stock") by The Bank of New York Mellon Corporation (the
"Registrant") on November 18, 2021, 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 I 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 I Preferred
Stock for the last preceding dividend period. The terms of the Series I
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 November 16, 2021, 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 I 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 November 8, 2021, 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, RBC
Capital Markets, 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 1,300,000 depositary shares (the "Depositary
Shares"), each representing a 1/100th interest in a share of the Series I
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 Sullivan & Cromwell LLP, counsel for 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
November 18, 2021 (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 I 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 November 8, 2021, by and among the
Registrant and 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, as
representatives of the several underwriters listed therein
3.1 Certificate of Designations of the Registrant with respect to the
Series I Preferred Stock, dated November 16, 2021, filed with the
Secretary of State of the State of Delaware and effective November 16,
2021
4.1 Certificate of Designations of the Registrant with respect to the
Series I Preferred Stock, dated November 16, 2021, filed with the
Secretary of State of the State of Delaware and effective November 16,
2021 (filed as Exhibit 3.1)
4.2 Deposit Agreement, dated as of November 18, 2021, 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 I 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 Sullivan & Cromwell LLP
23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data file - the cover page XBRL tags are
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