Bank of New York Mellon CORP (Form: 8-K, Received: 08/23/2019 16:37:17)

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 23, 2019

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.)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value	BK	New York Stock Exchange

Depositary Shares, each representing 1/4,000th of a share of Series C Noncumulative Preferred Stock	BK PrC	New York Stock Exchange

6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)	BK/P	New York Stock Exchange

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 23, 2019, The Bank of New York Mellon Corporation issued $1,000,000,000 aggregate principal amount of its 1.950% Senior Medium-Term Notes Series J due 2022 (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. 333-228787). In connection with this issuance, Amendment No. 1 dated as of February 21, 2019 to the Distribution Agreement for Medium-Term Notes dated January 30, 2017 is being filed as Exhibit 1.1 to this report and 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

	1.1			Amendment No. 1 dated as of February 21, 2019 to the Distribution Agreement

	5.1			Opinion of Kathleen B. McCabe

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

	101			Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL

	104			Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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 23, 2019	By:	/s/ Kathleen B. McCabe
	Name:	Kathleen B. McCabe
	Title:	Assistant Secretary

Exhibit 1.1

AMENDMENT NO. 1 TO

DISTRIBUTION AGREEMENT

AMENDMENT NO. 1, dated as of February 21, 2019 (this “Amendment”), to the Distribution Agreement, dated as of January 30, 2017 (the “Distribution Agreement”), between THE BANK OF NEW YORK MELLON CORPORATION (the “Company”) and the institutions listed on Schedule I to the Distribution Agreement (the “Agents”) with respect to the issue and sale by the Company from time to time of its Senior Medium-Term Notes Series J and its Senior Subordinated Medium-Term Notes Series K under the Company’s medium-term notes program.

WHEREAS, the Company and the Agents are “covered entities” as defined in the rules of the Board of Governors of the Federal Reserve System regarding Qualified Financial Contracts of Global Systemically Important Banking Organizations, 12 C.F.R. Subpart I, §§ 252.81 et seq. (the “QFC Stay Rules”);

WHEREAS, the parties desire to amend the Distribution Agreement as set forth herein in order to include provisions for purposes of conforming the Distribution Agreement and each Terms Agreement (as defined in the Distribution Agreement) entered into on or after the date hereof to the requirements of the QFC Stay Rules, and to make certain administrative updates;

NOW THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

Amendments.

A new Section 19 is hereby added as follows:

“SECTION 19. Recognition of the U.S. Special Resolution Regimes.

(a) Transfer and Default Rights.

(i) In the event that any party that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Agreement or any Terms Agreement and any interest and obligation in or under this Agreement or any Terms Agreement will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any party that is a Covered Entity or any BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such party are permitted to be exercised to no greater extent than such Default Rights

could be exercised under the U.S. Special Resolution Regime if this Agreement or any Terms Agreement were governed by the laws of the United States or a state of the United States. The requirements of this Section 19(a) apply notwithstanding the following Section 19(b).

(b) BHC Act Affiliate Insolvency.

(i) Notwithstanding anything to the contrary in this Agreement, any Terms Agreement or any other agreement, but subject to the requirements of Section 19(a), no party to this Agreement or any Terms Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity with respect to this Agreement or any Terms Agreement that is related, directly or indirectly, to a BHC Act Affiliate of such party becoming subject to an Insolvency Proceeding, except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.

(ii) After a BHC Act Affiliate of a party that is a Covered Entity has become subject to an Insolvency Proceeding, if any party to this Agreement or any Terms Agreement seeks to exercise any Default Right against such Covered Entity with respect to this Agreement or any Terms Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

“Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;

“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution or similar proceeding; and

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“U.S. Special Resolution Regime” means each of (y) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (z) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

Any reference in the Distribution Agreement to the Company’s or its affiliates’ street addresses at “225 Liberty Street, 21st Floor”, “101 Barclay Street, 3rd Fl”, or “101 Barclay Street, 3W” shall be deemed to read “240 Greenwich Street”.

Any reference to the Agent “Goldman, Sachs & Co.” shall be deemed to read “Goldman Sachs & Co. LLC”.

No Other Amendments. The Distribution Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Distribution Agreement and this Amendment were contained in one document. Except as expressly amended hereby, the Distribution Agreement remains in full force and effect in accordance with its terms. All references in any other agreement or document to the Distribution Agreement shall, on and after the date hereof, be deemed to refer to the Distribution Agreement as amended hereby.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Effective Date. This Amendment shall be effective as of the date first written above.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.


THE BANK OF NEW YORK MELLON CORPORATION

By:		/s/ Scott Freidenrich

Name:		Scott Freidenrich
Title:		Executive Vice President and Treasurer

[Signature Page to Amendment No. 1 to Distribution Agreement]


		Accepted as of the date set forth above:

		BARCLAYS CAPITAL INC.

		By:		/s/ Meghan M. Maher

		Name:		Meghan M. Maher
		Title:		Managing Director

		BNY MELLON CAPITAL MARKETS, LLC

		By:		/s/ Daniel Klinger

		Name:		Daniel Klinger
		Title:		Managing Director

		CITIGROUP GLOBAL MARKETS INC.

		By:		/s/ Jack D. McSpadden, Jr.

		Name:		Jack D. McSpadden, Jr.
		Title:		Managing Director



CREDIT SUISSE SECURITIES (USA) LLC



		By:		/s/ Richard Myers

		Name:		Richard Myers
		Title:		Managing Director

		DEUTSCHE BANK SECURITIES INC.

		By:		/s/ Christopher J. Kulusic

		Name:		Christopher J. Kulusic
		Title:		Director, Debt Syndicate

		By:		/s/ Matthew J. Siracuse

		Name:		Matthew J. Siracuse
		Title:		Managing Director, Debt Syndicate

		GOLDMAN SACHS & CO. LLC

		By:		/s/ Raffael Finmara

		Name:		Raffael Finmara
		Title:		Vice President

[Signature Page to Amendment No. 1 to Distribution Agreement]


		J.P. MORGAN SECURITIES LLC

		By:		/s/ Stephen L. Sheiner

		Name:		Stephen L. Sheiner
		Title:		Executive Director

		MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

		By:		/s/ John Binnie

		Name:		John Binnie
		Title:		Managing Director

		MORGAN STANLEY & CO. LLC

		By:		/s/ Hector Vazquez

		Name:		Hector Vazquez
		Title:		Vice President

		UBS SECURITIES LLC

		By:		/s/ Mehdi Manii

		Name:		Mehdi Manii
		Title:		Executive Director

		By:		/s/ James Andersen

		Name:		James Andersen
		Title:		Executive Director

		WELLS FARGO SECURITIES, LLC

		By:		/s/ Carolyn Hurley

		Name:		Carolyn Hurley
		Title:		Director

[Signature Page to Amendment No. 1 to Distribution Agreement]

Exhibit 5.1


		Kathleen B. McCabe		Legal
		Managing Director and		240 Greenwich Street, 18^th Floor
		Associate General Counsel,		New York, New York 10286
		Chief Securities Counsel

August 23, 2019

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 $1,000,000,000 aggregate principal amount of its 1.950% Senior Medium-Term Notes Series J due 2022 (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, as amended by Amendment No. 1 to the Distribution Agreement dated as of February 21, 2019, among the Company and the agents party thereto (the “Distribution Agreement”), a Letter Agreement, dated August 20, 2019, among the Company and the agents party thereto (the “Letter Agreement”) and a Terms Agreement, dated August 20, 2019, 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 the 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 23, 2019

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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. 333-228787). 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 December 13, 2018, as supplemented by a Prospectus Supplement dated December 13, 2018, 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