Leading custodian BNY Mellon confirmed that it has priced an underwritten public offering of 1,000,000 depositary shares, each representing a 1/100th interest in a share of its Series G Noncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), at a public offering price of $1,000 per depositary share ($1 billion aggregate public offering price). Dividends will accrue on the liquidation amount of $100,000 per share of the Series G preferred stock at a rate per annum equal to 4.700% from the original issue date to, but excluding, September 20, 2025; and from, and including, September 20, 2025, at the “five-year treasury rate” (as defined in the preliminary prospectus supplement) as of the most recent reset dividend determination date plus 4.358%.
According to the filing, dividends will be paid only when, as and if declared by the board of directors of BNY Mellon (or a duly authorized committee of the board) and to the extent that BNY Mellon has legally available funds to pay dividends. On September 20, 2025, or any dividend payment date thereafter, the Series G preferred stock may be redeemed at BNY Mellon’s option, in whole or in part, at a cash redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the redemption date.
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY Mellon Capital Markets, LLC served as joint book-running managers for the offering; Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Lloyds Securities Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC served as joint lead managers for the offering. The offering is expected to close on May 19, 2020.
The bank said intends to use the net proceeds from the sale of the depositary shares for general corporate purposes.
BNY Mellon filed a shelf registration statement (including a prospectus) on December 13, 2018 and a preliminary prospectus supplement on May 12, 2020, and will file a final prospectus supplement, relating to this offering with the Securities and Exchange Commission (the “SEC”).