0001193125-23-258750.txt : 20231019 0001193125-23-258750.hdr.sgml : 20231019 20231018200625 ACCESSION NUMBER: 0001193125-23-258750 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231019 DATE AS OF CHANGE: 20231018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bank of New York Mellon Corp CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-261575 FILM NUMBER: 231333164 BUSINESS ADDRESS: STREET 1: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: Bank of New York Mellon CORP DATE OF NAME CHANGE: 20070221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bank of New York Mellon Corp CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: Bank of New York Mellon CORP DATE OF NAME CHANGE: 20070221 FWP 1 d486415dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-261575

THE BANK OF NEW YORK MELLON CORPORATION

$900,000,000 6.317% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2029

October 18, 2023

ISSUER: THE BANK OF NEW YORK MELLON CORPORATION

SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES J

EXPECTED RATINGS (MOODY’S / S&P / FITCH / DBRS)*: A1 (UNDER REVIEW) / A (STABLE) / AA- (STABLE) / AA (STABLE)

LEGAL FORMAT: SEC-REGISTERED

MATURITY DATE: OCTOBER 25, 2029

TRADE DATE: OCTOBER 18, 2023

SETTLEMENT DATE: OCTOBER 25, 2023 (T+5)**

FIXED INTEREST RATE: 6.317% PER ANNUM

FIXED RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM OCTOBER 25, 2023 TO, BUT EXCLUDING, OCTOBER 25, 2028 (THE “FIXED RATE PERIOD”), AT THE FIXED INTEREST RATE

FLOATING RATE INTEREST RATE: COMPOUNDED SOFR, AS DETERMINED IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THE PROSPECTUS AND PROSPECTUS SUPPLEMENT, PLUS THE SPREAD. IN NO EVENT WILL THE INTEREST RATE FOR ANY INTEREST PERIOD, AS DEFINED IN THE PROSPECTUS SUPPLEMENT, BE LESS THAN THE MINIMUM INTEREST RATE.

FLOATING RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM, AND INCLUDING, OCTOBER 25, 2028, TO BUT EXCLUDING THE EARLIER OF THE MATURITY DATE OR A REDEMPTION DATE, AS APPLICABLE (THE “FLOATING RATE PERIOD”), AT THE FLOATING RATE INTEREST RATE.

INTEREST PAYMENT DATES: WITH RESPECT TO THE FIXED RATE PERIOD, INTEREST PAYS SEMI-ANNUALLY ON THE TWENTY-FIFTH OF APRIL AND OCTOBER OF EACH YEAR, COMMENCING ON APRIL 25, 2024 AND ENDING ON OCTOBER 25, 2028. WITH RESPECT TO THE FLOATING RATE PERIOD, INTEREST PAYS QUARTERLY ON THE TWENTY-FIFTH OF JANUARY, APRIL, JULY AND OCTOBER OF EACH YEAR, COMMENCING ON JANUARY 25, 2029, AND ENDING ON THE EARLIER OF THE MATURITY DATE OR A REDEMPTION DATE, AS APPLICABLE.

OPTIONAL REDEMPTION: THE NOTES WILL BE REDEEMABLE AT THE OPTION OF THE ISSUER, IN WHOLE OR IN PART, AT ANY TIME AND FROM TIME TO TIME, ON OR AFTER APRIL 26, 2024 (OR, IF ANY ADDITIONAL NOTES ARE ISSUED AFTER OCTOBER 25, 2023, BEGINNING SIX MONTHS AFTER THE LAST ISSUE DATE FOR SUCH ADDITIONAL NOTES) AND TO, BUT EXCLUDING, OCTOBER 25, 2028 (THE “FIRST PAR CALL DATE”), AT A REDEMPTION PRICE (EXPRESSED AS A PERCENTAGE OF PRINCIPAL AMOUNT AND ROUNDED TO THREE DECIMAL PLACES) EQUAL TO THE GREATER OF:

 

  (1)

(A) THE SUM OF THE PRESENT VALUES OF THE REMAINING SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST THEREON DISCOUNTED TO THE REDEMPTION DATE (ASSUMING THE NOTES MATURED ON THE FIRST PAR CALL DATE) ON A SEMI-ANNUAL BASIS (ASSUMING A 360-DAY YEAR CONSISTING OF TWELVE 30-DAY MONTHS) AT THE TREASURY RATE (AS DEFINED IN THE PRELIMINARY PRICING SUPPLEMENT) PLUS 25 BASIS POINTS LESS (B) INTEREST ACCRUED TO, BUT EXCLUDING, THE DATE OF REDEMPTION, AND

 

  (2)

100% OF THE PRINCIPAL AMOUNT OF THE NOTES TO BE REDEEMED,

PLUS, IN EITHER CASE, ACCRUED AND UNPAID INTEREST THEREON TO, BUT EXCLUDING, THE REDEMPTION DATE.

ON THE FIRST PAR CALL DATE, THE NOTES WILL BE REDEEMABLE AT THE OPTION OF THE ISSUER, IN WHOLE BUT NOT IN PART, AT A REDEMPTION PRICE EQUAL TO 100% OF THE PRINCIPAL AMOUNT OF THE NOTES, PLUS ACCRUED AND UNPAID INTEREST THEREON TO, BUT EXCLUDING, THE REDEMPTION DATE. ON AND AFTER SEPTEMBER 25, 2029, THE NOTES WILL BE REDEEMABLE AT THE OPTION OF THE ISSUER, IN WHOLE OR IN PART, AT ANY TIME AND FROM TIME TO TIME, AT A REDEMPTION PRICE EQUAL TO 100% OF THE PRINCIPAL AMOUNT OF THE NOTES TO BE REDEEMED, PLUS ACCRUED AND UNPAID INTEREST THEREON TO, BUT EXCLUDING, THE REDEMPTION DATE.

THE BANK OF NEW YORK MELLON CORPORATION SHALL PROVIDE AT LEAST 5 AND NOT MORE THAN 30 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDERS OF THE NOTES.

DAY COUNT CONVENTION: WITH RESPECT TO THE FIXED RATE PERIOD, 30/360; WITH RESPECT TO THE FLOATING RATE PERIOD, ACTUAL/360

BUSINESS DAY CONVENTION: WITH RESPECT TO THE FIXED RATE PERIOD, INCLUDING THE INTEREST PAYMENT DATE OCCURRING ON OCTOBER 25, 2028, FOLLOWING, UNADJUSTED. IF ANY INTEREST PAYMENT DATE WITH RESPECT TO FIXED RATE PERIOD INTEREST FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE ON ACCOUNT OF SUCH POSTPONEMENT. WITH RESPECT TO THE FLOATING RATE PERIOD, EXCLUDING THE INTEREST PAYMENT DATE OCCURRING ON OCTOBER 25, 2028, MODIFIED FOLLOWING, ADJUSTED. IF ANY INTEREST PAYMENT DATE WITH RESPECT TO FLOATING RATE PERIOD INTEREST FALLS ON A DAY THAT IS NOT A BUSINESS DAY (OTHER THAN AN INTEREST PAYMENT DATE THAT IS ALSO THE MATURITY DATE OR A REDEMPTION DATE, IF APPLICABLE), SUCH INTEREST PAYMENT DATE WILL BE POSTPONED TO THE FOLLOWING BUSINESS DAY, EXCEPT THAT, IF THE NEXT BUSINESS DAY WOULD FALL IN THE NEXT CALENDAR MONTH, THE INTEREST PAYMENT DATE WILL BE THE IMMEDIATELY PRECEDING BUSINESS DAY. IF THE MATURITY DATE OR A REDEMPTION DATE, IF APPLICABLE, FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF PRINCIPAL AND INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE FROM AND AFTER THE MATURITY DATE OR REDEMPTION DATE, AS APPLICABLE.

PRINCIPAL AMOUNT: $900,000,000

PRICE TO PUBLIC: 100.000% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM OCTOBER 25, 2023

NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $898,650,000

FIXED RATE BENCHMARK TREASURY: UST 4.625% DUE SEPTEMBER 30, 2028

FIXED RATE BENCHMARK TREASURY YIELD: 4.917%

FIXED RATE SPREAD TO BENCHMARK TREASURY: +140 BASIS POINTS

FLOATING RATE BASE RATE OR BENCHMARK: COMPOUNDED SOFR

FLOATING RATE SPREAD: +159.8 BASIS POINTS

FLOATING RATE MINIMUM INTEREST RATE: 0%

RE-OFFER YIELD: 6.317%

DENOMINATIONS: $2,000 X $1,000

LISTING: NONE

CUSIP/ISIN: 06406RBT3 / US06406RBT32

 

BOOKRUNNERS:    DEUTSCHE BANK SECURITIES INC.
   J.P. MORGAN SECURITIES LLC
   MORGAN STANLEY & CO. LLC
   SIEBERT WILLIAMS SHANK & CO., LLC
   BNY MELLON CAPITAL MARKETS, LLC
CO-MANAGERS***:    AMERIVET SECURITIES, INC.
   BANCROFT CAPITAL LLC
   BANK OF CHINA LIMITED, LONDON BRANCH
   CABRERA CAPITAL MARKETS LLC
   CAVU SECURITIES, LLC
   FIFTH THIRD SECURITIES, INC.
   NOMURA SECURITIES INTERNATIONAL, INC.
   SANTANDER US CAPITAL MARKETS LLC

The notes are not deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The issuer has filed a registration statement (including a preliminary pricing supplement and the accompanying prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary pricing supplement, the accompanying prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank Securities Inc. at 1-800-503-4611, J.P. Morgan Securities LLC at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649, Siebert Williams Shank & Co., LLC at 1-800-924-1311 or BNY Mellon Capital Markets, LLC at 1-800-269-6864.

 

*

A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

**

The Bookrunners and Co-Managers expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about the fifth business day following the date of this Term Sheet. Trades of securities in the secondary market generally are required to settle in two business days, referred to as T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the notes will not be made on a T+2 basis, investors who wish to trade the notes prior to two days before delivery will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

***

To the extent any Co-Manager that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.