ITEM 8.01. OTHER EVENTS.
On October 26, 2020, The Bank of New York Mellon Corporation (the "Company")
announced the launch of a proposed public offering (the "Offering") of
depositary shares, each representing 1/100th interest in a share of its new
series of Series H Noncumulative Perpetual Preferred Stock, $100,000 liquidation
preference per share (the "Depositary Shares"). The Offering is subject to
pricing, which has not yet occurred. If the Offering is priced and proceeds to
closing, the Company intends to use the net proceeds from the sale of the
Depositary Shares to redeem all outstanding shares of Series C Noncumulative
Perpetual Preferred Stock, $100,000 liquidation preference per share (the
"Series C Preferred Stock"), on the dividend payment date in December 2020. The
depositary shares, each representing a 1/4000th interest in a share of Series C
Preferred Stock, are currently traded on the New York Stock Exchange under the
symbol BK PrC.
The pricing of the Offering, and thus whether the redemption of the Series C
Preferred Stock will occur, is subject to market conditions and other
considerations. There is no assurance that the Offering will price and close or
that the Company will decide to redeem the Series C Preferred Stock, or, if it
does, the amount to be redeemed and the timing of the redemption. If the Company
decides to redeem the Series C Preferred Stock, it intends to announce its
decision by press release and an appropriate notice of redemption following the
closing of the Offering.
The Offering is described in the Company's preliminary prospectus supplement
dated October 26, 2020, which was filed with the Securities and Exchange
Commission today.
This Current Report on Form 8-K does not constitute an offer to sell the
Depositary Shares.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding the completion of, and the use of proceeds from, the
Offering, including the redemption of the Series C Preferred Stock. These
statements are based upon the Company's current beliefs and expectations and are
subject to significant risks and uncertainties (some of which are beyond the
Company's control). Actual results may differ, possibly materially, from those
expressed or implied as a result of these risks and uncertainties, including,
but not limited to, the risk factors and other uncertainties set forth under
"Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K
for the year ended December 31, 2019 and in Part II, Item 1A of the Company's
Quarterly Report on Form 10-Q for the three months ended June 30, 2020.
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