Bank of New York Mellon Corp 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York NY false 0001390777 0001390777 2020-04-24 2020-04-24 0001390777 us-gaap:CommonStockMember 2020-04-24 2020-04-24 0001390777 us-gaap:SeriesCPreferredStockMember 2020-04-24 2020-04-24 0001390777 us-gaap:PreferredStockMember 2020-04-24 2020-04-24

 

 

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): April 24, 2020

 

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))

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 Perpetual 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

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 April 24, 2020, The Bank of New York Mellon Corporation issued $1,250,000,000 aggregate principal amount of its 1.600% Senior Medium-Term Notes Series J due 2025 (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, 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 James J. Killerlane III

         
 

23.1

   

Consent of James J. Killerlane III (included in Exhibit 5.1)

         
 

104

   

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

2

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: April 24, 2020

 

 

By:

 

/s/ James J. Killerlane III

 

 

Name:

 

James J. Killerlane III

 

 

Title:

 

Secretary

3

Exhibit 5.1

 

LOGO   

 

James J. Killerlane III

Corporate Secretary,
Managing Director and
Deputy General Counsel,
Chief Securities Counsel

  

 

Legal

240 Greenwich Street, 18th Floor

New York, New York 10286

 

April 24, 2020

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 $1,250,000,000 aggregate principal amount of its 1.600% Senior Medium-Term Notes Series J due 2025 (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 April 17, 2020, among the Company and the agents party thereto (the “Letter Agreement”) and a Terms Agreement, dated April 17, 2020, 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

April 24, 2020

Page 2

 

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. 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/ James J. Killerlane III
James J. Killerlane III
Deputy General Counsel and Chief Securities Counsel