Bank of New York Mellon Corp 8-K, filed Sep 12, 2023
Bank of New York Mellon Corp (BNY)
About this 8-K
Bank of New York Mellon Corp filed this 8-K on September 12, 2023, reporting on events of September 11, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01. | OTHER EVENTS. |
On September 11, 2023, The Bank of New York Mellon Corporation (the “Corporation”) issued press releases announcing the pricing and expiration date results of the previously announced cash tender offer (the “Offer”) by BNY Mellon Capital Markets, LLC, an indirect wholly-owned subsidiary of the Corporation, to purchase any and all of certain outstanding debt securities of the Corporation.
Copies of the press releases are attached as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of offers to sell any securities. The Offer was made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery, each dated September 5, 2023. The Offer was not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) EXHIBITS
| Exhibit Number |
Description | |
| 99.1 | Press Release dated September 11, 2023 announcing the pricing of the Offer | |
| 99.2 | Press Release dated September 11, 2023 announcing the expiration date results of the Offer | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Bank of New York Mellon Corporation (Registrant) | ||||||
| Date: September 12, 2023 | By: | /s/ James J. Killerlane III | ||||
| Name: | James J. Killerlane III | |||||
| Title: | Secretary | |||||
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Exhibit 99.1
News Release
| Contacts: | Media Garrett Marquis +1 949 683 1503 garrett.marquis@bnymellon.com |
Analysts Marius Merz +1 212 298 1480 marius.merz@bnymellon.com |
BNY Mellon Announces Pricing of Any and All Cash Tender Offer by its Wholly Owned Subsidiary
for Certain of its Senior Notes
NEW YORK, September 11, 2023 – The Bank of New York Mellon Corporation (“BNY Mellon”) (NYSE: BK) today announced the tender offer consideration (the “Total Consideration”) payable in connection with the previously announced cash tender offer (the “Offer”) by BNY Mellon Capital Markets, LLC (“BNYMCM”), an indirect wholly owned subsidiary of BNY Mellon, which commenced on September 5, 2023, to purchase any and all of the securities of BNY Mellon listed in the table below (the “Securities”). The Offer will expire today, September 11, 2023, at 5:00 p.m., New York City time, unless extended (such date and time, as it may be extended, the “Expiration Date”). The Offer is being made solely pursuant to the Offer to Purchase (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery, each dated September 5, 2023, the terms and conditions of which remain unchanged. The Offer to Purchase contains detailed information regarding the terms of the Offer, including the manner in which the Total Consideration was calculated.
The table below sets forth the Total Consideration for each series of Securities. Each Reference Yield listed in the table below is based on the bid-side price of the applicable Reference U.S. Treasury Security as quoted on the applicable Bloomberg Reference Page, at 10:00 a.m., New York City time, today, as described in the Offer to Purchase.
| Title of |
CUSIP Number |
ISIN | Coupon | Outstanding Principal Amount (millions) |
Maturity Date |
First Par Call Date |
Workout Date(1) |
Reference U.S. Treasury Security |
Bloomberg Reference Page |
Reference Yield |
Fixed Spread (Basis Points) |
Total Consideration(2) | ||||||||||||
| 0.350% Senior Medium-Term Notes, Series J due 2023 | 06406RAP2 | US06406RAP29 | 0.350% | $750 | 12/07/2023 | 11/07/2023 | Maturity | 0.50% due 11/30/2023 |
FIT3 | 5.639% | +0 bps | $987.95 | ||||||||||||
| 3.350% Senior Medium-Term Notes, Series J due 2025 | 06406RBC0 | US06406RBC07 | 3.350% | $950 | 04/25/2025 | 03/25/2025 | Maturity | 2.625% due 04/15/2025 |
FIT4 | 5.186% | +15 bps | $969.64 | ||||||||||||
| 3.430% Fixed/Floating Rate Callable Senior Medium-Term Notes, Series J due 2025 | 06406RBF3 | US06406RBF38 | 3.430% | $700 | 06/13/2025 | 06/13/2024 | Par Call |
2.50% due 05/31/2024 |
FIT3 | 5.494% | +15 bps | $983.96 |
| (1) | The workout date for a Security is the date on which such Security is assumed to be paid down for purposes of calculating the Total Consideration in connection with such Security. |
| (2) | Per $1,000 principal amount of Securities validly tendered and accepted for purchase. |
In addition to the Total Consideration, holders whose Securities are accepted for purchase pursuant to the Offer, including Securities tendered by guaranteed delivery, will also receive accrued and unpaid interest on their purchased Securities from the last interest payment date for the Securities to, but excluding, the Settlement Date (as defined below).
Upon the terms and subject to the conditions of the Offer, the settlement date is expected to be September 14, 2023, or promptly thereafter (the “Settlement Date”). On the Settlement Date, BNYMCM expects to accept for payment Securities validly tendered and not validly withdrawn before the Expiration Date and Securities validly tendered pursuant to the guaranteed delivery procedures and to pay the Total Consideration for those Securities.
Tenders of Securities pursuant to the Offer may be validly withdrawn at any time before the Expiration Date. Securities subject to the Offer may also be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.
The Offer is conditioned upon the satisfaction of certain customary conditions described in the Offer to Purchase, but is not conditioned upon any minimum principal amount of Securities being tendered. Subject to applicable law, BNYMCM may, at its sole discretion, waive any condition applicable to the Offer and may extend the Offer. Under certain conditions and as more fully described in the Offer to Purchase, BNYMCM may terminate the Offer before the Expiration Date.
The complete terms and conditions of the Offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, as may be amended or supplemented from time to time, which holders are urged to read carefully before making any decision with respect to the Offer.
The Offer is open to all registered holders of Securities. A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company, or other nominee (each, a “Custodian”) must instruct such Custodian to tender such Securities on the beneficial owner’s behalf in a timely manner. Beneficial owners should be aware that a Custodian may establish its own earlier deadline for participation in an Offer.
D.F. King & Co., Inc. is serving as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 (banks and brokers) or Toll-Free at +1 (800) 814-2879 or email at bnymellon@dfking.com.
Copies of the Offer to Purchase and related Notice of Guaranteed Delivery are available at the following web address: www.dfking.com/bnymellon.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as Joint Dealer Managers (the “Joint Dealer Managers”) for the Offer. Questions regarding the Offer may also be directed to the Joint Dealer Managers as set forth below:
| Citigroup Global Markets Inc. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 Attn: Liability Management Group Collect: +1 (212) 723-6106 Toll-Free: +1 (800) 558-3745 Email: ny.liabilitymanagement@citi.com |
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attn: Liability Management Group Collect: +1 (212) 357-1452 Toll-Free: +1 (800) 828-3182 |
This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell any Securities. The Offer is being made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers are made by the Joint Dealer Managers on behalf of BNYMCM. None of BNY Mellon, BNYMCM, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, D.F. King & Co., Inc., or the trustee or security registrar with respect to the Securities, nor any affiliate of any of the foregoing, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Securities in response to the Offer.
ABOUT BNY MELLON
Established in 1784, BNY Mellon is America’s oldest bank and the first company listed on the New York Stock Exchange (NYSE: BK). Today, BNY Mellon powers capital markets around the world through comprehensive solutions that help clients manage and service their financial assets throughout the investment life cycle. BNY Mellon had $46.9 trillion in assets under custody and/or administration and $1.9 trillion in assets under management as of June 30, 2023. BNY Mellon has been named among Fortune’s World’s Most Admired Companies and Fast Company’s Best Workplaces for Innovators. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. Additional information is available on www.bnymellon.com. Follow us on LinkedIn or visit our Newsroom for the latest company news.
Exhibit 99.2
News Release
| Contacts: | Media Garrett Marquis +1 949 683 1503 garrett.marquis@bnymellon.com |
Analysts Marius Merz +1 212 298 1480 marius.merz@bnymellon.com |
BNY Mellon Announces Expiration Date Results of Cash Tender Offer by its Wholly Owned Subsidiary for
Certain of its Senior Notes
NEW YORK, September 11, 2023 – The Bank of New York Mellon Corporation (“BNY Mellon”) (NYSE: BK) today announced the results of the previously announced cash tender offer (the “Offer”) by BNY Mellon Capital Markets, LLC (“BNYMCM”), an indirect wholly owned subsidiary of BNY Mellon, which commenced on September 5, 2023, to purchase any and all of the securities of BNY Mellon listed in the table below (the “Securities”). The Offer expired on September 11, 2023, at 5:00 p.m., New York City time (the “Expiration Date”). The Offer was made solely pursuant to the Offer to Purchase (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”), each dated September 5, 2023.
BNY Mellon has been advised by D.F. King & Co., Inc., the tender and information agent for the Offer, that the principal amount for each series of Securities, as set forth in the table below, has been validly tendered and not validly withdrawn prior to the Expiration Date and that the additional principal amount for each series of Securities, as set forth in the table below, remains subject to guaranteed delivery procedures. BNYMCM expects to accept for purchase all Securities validly tendered and not validly withdrawn in the Offer as well as any additional Securities delivered in accordance with the guaranteed delivery procedures on September 14, 2023 (the “Settlement Date”) and expects to pay the Total Consideration, as set forth in the table below, for each series of Securities on the Settlement Date in accordance with the terms of the Offer.
| Title of Securities |
CUSIP Number |
ISIN | Principal Amount Outstanding |
Principal Amounted Tendered at Expiration Date |
Principal Amount Subject to Guaranteed Delivery Procedures |
Total Consideration(1) | ||||||
| 0.350% Senior Medium-Term Notes, Series J due 2023 |
06406RAP2 |
US06406RAP29 |
$750,000,000.00 |
$157,779,000.00 |
$6,000.00 |
$987.95 | ||||||
| 3.350% Senior Medium-Term Notes, Series J due 2025 |
06406RBC0 |
US06406RBC07 |
$950,000,000.00 |
$490,514,000.00 |
$1,121,000.00 |
$969.64 | ||||||
| 3.430% Fixed/Floating Rate Callable Senior Medium-Term Notes, Series J due 2025 |
06406RBF3 |
US06406RBF38 |
$700,000,000.00 |
$337,312,000.00 |
$0.00 |
$983.96 |
| (1) | Per $1,000 principal amount of Securities validly tendered and accepted for purchase. |
D.F. King & Co., Inc. is serving as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 (banks and brokers) or Toll-Free at +1 (800) 814-2879 or email at bnymellon@dfking.com.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC served as Joint Dealer Managers for the Offer. Questions regarding the Offer may also be directed to the Joint Dealer Managers as set forth below:
| Citigroup Global Markets Inc. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 Attn: Liability Management Group Collect: +1 (212) 723-6106 Toll-Free: +1 (800) 558-3745 Email: ny.liabilitymanagement@citi.com |
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Attn: Liability Management Group Collect: +1 (212) 357-1452 Toll Free: +1 (800) 828-3182 |
This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell any Securities. The Offer was made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery and was not made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers were made by the Joint Dealer Managers on behalf of BNYMCM. None of BNY Mellon, BNYMCM, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, D.F. King & Co., Inc., or the trustee or security registrar with respect to the Securities, nor any affiliate of any of the foregoing, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Securities in response to the Offer.
ABOUT BNY MELLON
Established in 1784, BNY Mellon is America’s oldest bank and the first company listed on the New York Stock Exchange (NYSE: BK). Today, BNY Mellon powers capital markets around the world through comprehensive solutions that help clients manage and service their financial assets throughout the investment life cycle. BNY Mellon had $46.9 trillion in assets under custody and/or administration and $1.9 trillion in assets under management as of June 30, 2023. BNY Mellon has been named among Fortune’s World’s Most Admired Companies and Fast Company’s Best Workplaces for Innovators. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. Additional information is available on www.bnymellon.com. Follow us on LinkedIn or visit our Newsroom for the latest company news.