Business Context and Reporting Period
This Form 8-K Current Report was filed by The Bank of New York Mellon Corporation on November 2, 2020, regarding events occurring on October 26, 2020, and November 2, 2020. The filing documents the public offering of Series H Noncumulative Perpetual Preferred Stock and the associated amendments to the company's Articles of Incorporation.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The financial data provided is limited to the capital structure of the new issuance:
- Security Issued: 582,500 Depositary Shares, each representing a 1/100th interest in a share of Series H Preferred Stock.
- Liquidation Preference: $100,000 per share of Series H Preferred Stock.
- Par Value: $0.01 per share of Series H Preferred Stock.
Material Changes
The primary material change is the establishment of the Series H Preferred Stock, which introduces specific restrictions on the company's ability to declare or pay dividends on, or purchase, redeem, or acquire shares of its common stock or any junior securities. These restrictions apply if the company fails to declare and pay dividends on the Series H Preferred Stock for the last preceding dividend period.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or general risk factors. The primary contingency noted is the dividend restriction tied to the Series H Preferred Stock. The offering was underwritten by Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and BNY Mellon Capital Markets, LLC.
Investor Verification Checklist
- Verify the total capital raised by calculating the offering price per depositary share (not explicitly stated in this text) against the 582,500 shares issued.
- Review the attached Certificate of Designations (Exhibit 3.1) for the specific dividend rate and conversion terms of the Series H Preferred Stock.
- Confirm the impact of the new dividend restrictions on the company's ability to pay common stock dividends or conduct share buybacks.
- Check the Underwriting Agreement (Exhibit 1.1) for any specific conditions to closing or indemnification obligations.