Bank of NewYork Mellon Corp. priced an underwritten public offering of 1million depositary shares, each representing a 0.01 interest in a share of itsseries F noncumulative perpetual preferred stock.
The preferred stock has a liquidation preference of $100,000per share, which is equivalent to $1,000 per depositary share, at a publicoffering price of $1,000 per depositary share for an aggregate public offeringprice of $1 billion.
The offering is set to close Aug. 1.
Dividends will accrue on the liquidation amount of $100,000per preferred share at an annual rate equal to 4.625% from the original issuedate to, but excluding, Sept. 20, 2026; and a floating rate equal tothree-month LIBOR plus 3.131% from Sept. 20, 2026.
Fixed-rate dividends will be payable in arrears March 20 andSept. 20 of each year, starting March 20, 2017, through Sept. 20, 2026.Floating-rate dividends will be payable in arrears March 20, June 20, Sept. 20and Dec. 20 of each year, starting Dec. 20, 2026.
BNY Mellon will pay the dividends in each case if declaredby its board or a duly authorized committee of the board and to the extent thatit has legally available funds to pay dividends.
As previously disclosed, a portion of the net proceeds will be used torepurchase up to $560 million of BNY Mellon common stock, with any remainingnet proceeds to be used for general corporate purposes.
Citigroup Global Markets Inc., Merrill Lynch Pierce Fenner& Smith Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and BNYMellon Capital Markets LLC served as joint book-running managers for theoffering. Barclays Capital Inc., Deutsche Bank Securities Inc., HSBC Securities(USA) Inc., J.P. Morgan Securities LLC, RBC Capital Markets LLC and Wells FargoSecurities LLC served as joint lead managers. MFR Securities Inc., NomuraSecurities International Inc. and Santander Investment Securities Inc. servedas co-managers.