UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2018

THE BANK OF NEW YORK

MELLON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

                  Delaware

  

001-35651        

  

13-2614959

    (State or other Jurisdiction of
                Incorporation) 		         (Commission File Number)        (IRS Employer Identification No.)

 

240 Greenwich Street
New York, New York

 

10286

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212)  495-1784

 

 

  Not Applicable  
  (Former name or former address if changed since last report.)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

ITEM 8.01.

OTHER EVENTS.

On August 13, 2018, The Bank of New York Mellon Corporation (the “Company”) issued (i) $400,000,000 aggregate principal amount of its 3.850% Senior Medium-Term Notes Series J due 2028 (the “10-year Senior Notes”), which are a further issuance of the $500,000,000 aggregate principal amount of the Company’s 3.850% Senior Notes due 2028, originally issued on April 30, 2018, and (ii) $750,000,000 aggregate principal amount of its 3.450% Senior Medium-Term Notes Series J due 2023 (the “5-year Senior Notes” and, together with the 10-year Senior Notes, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-209450). In connection with this issuance, the legal opinion as to the legality of the Notes is being filed as Exhibit 5.1 to this report.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

 

Exhibit Number    Description
  5.1    Opinion of Kathleen B. McCabe.
23.1    Consent of Kathleen B. McCabe (included in Exhibit 5.1).

 

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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: August 13, 2018       By:  

/s/ Kathleen B. McCabe

      Name:        Kathleen B. McCabe
      Title:        Assistant Secretary

 

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LOGO       Exhibit 5.1
  

 

Kathleen B. McCabe

Managing Director and

Senior Managing Counsel,

Chief Securities Counsel

  

 

Legal

225 Liberty Street, 21 st Floor

New York, New York 10286

August 13, 2018

The Bank of New York Mellon Corporation

240 Greenwich Street

New York, New York 10286

Ladies and Gentlemen:

In connection with the issuance and sale by The Bank of New York Mellon Corporation, a Delaware corporation (the “Company”), of (i) $400,000,000 aggregate principal amount of its 3.850% Senior Medium-Term Notes Series J due 2028 (the “10-year Senior Notes”), which are a further issuance of the $500,000,000 aggregate principal amount of the Company’s 3.850% Senior Notes due 2028, originally issued on April 30, 2018, and (ii) $750,000,000 aggregate principal amount of its 3.450% Senior Medium-Term Notes Series J due 2023 (the “5-year Senior Notes” and, together with the 10-year Senior Notes, the “Notes”), pursuant to a Senior Debt Indenture dated as of February 9, 2016, as supplemented by the First Supplemental Senior Debt Indenture dated as of January 30, 2017, between the Company and Deutsche Bank Trust Company Americas, as Trustee (the “Senior Indenture”), a Distribution Agreement, dated January 30, 2017, among the Company and the agents party thereto (the “Distribution Agreement”), a Letter Agreement, dated August 6, 2018, among the Company and the agents party thereto (the “Letter Agreement”) and a Terms Agreement, dated August 6, 2018, relating to the Notes (the “Terms Agreement”), I, as counsel for the Company, or attorneys under my supervision, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is my opinion that each of the 10-year Senior Notes and the 5-year Senior Notes have been duly authorized and established by the Company in conformity with the Senior Indenture and, when the Notes have been duly prepared, executed, authenticated and issued in accordance with the Senior Indenture and delivered against payment in accordance with the Distribution Agreement, the Letter Agreement and the Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed that the Senior Indenture has been duly authorized, executed and delivered by the Trustee, and that the signatures on all documents examined by me are genuine, assumptions which I have not independently verified.

The Bank of New York Mellon Corporation

August 13, 2018

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This opinion letter has been prepared to be filed by the Company as an exhibit to a Current Report on Form 8-K (the “Form 8-K”). The Form 8-K will be incorporated by reference in the Company’s registration statement on Form S-3 (File No. 333-209450). I assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Form 8-K and to the use of my name therein and to the reference to the Chief Securities Counsel in the Prospectus dated January 30, 2017, as supplemented by a Prospectus Supplement dated January 30, 2017, under the captions “Validity of Securities” and “Validity of the Notes,” respectively. By giving such consent, I do not hereby admit that I am within the category of persons whose consents are required under Section 7 of the Securities Act of 1933, as amended.

 

Very truly yours,
/s/ Kathleen B. McCabe
Kathleen B. McCabe
Chief Securities Counsel