The Bank of New York Mellon Corporation (BK) FWPFree writing prospectus
Filed: 10 May 17, 12:00am
Filed pursuant to Rule 433
Registration Statement No.:333-209450
THE BANK OF NEW YORK MELLON CORPORATION
$750,000,000 3.250% SENIOR NOTES DUE 2027
May 9, 2017
ISSUER:THE BANK OF NEW YORK MELLON CORPORATION
SECURITIES:SENIOR MEDIUM-TERM NOTES, SERIES J
EXPECTED RATINGS (MOODY’S/ S&P/ FITCH/ DBRS)*:A1 (STABLE) / A (STABLE) / AA- (STABLE) / AAL (STABLE)
LEGAL FORMAT:SEC-REGISTERED
MATURITY DATE:MAY 16, 2027
TRADE DATE:MAY 9, 2017
SETTLEMENT DATE:MAY 16, 2017 (T+5) **
REDEMPTION COMMENCEMENT DATE:FEBRUARY16, 2027
COUPON:3.250% PER ANNUM
COUPON FREQUENCY:SEMI-ANNUALLY
INTEREST PAYMENT DATES:INTEREST PAYS SEMI-ANNUALLY ON EACH MAY 16 AND NOVEMBER 16, COMMENCING ON NOVEMBER 16, 2017 AND ENDING ON THE MATURITY DATE
REDEMPTION PRICE:100% OFTHE PRINCIPAL AMOUNT OF THE NOTES REDEEMED
REDEMPTION TERMS:REDEEMABLE IN WHOLE OR IN PART AT THE OPTION OF THE ISSUER ON OR AFTER THE REDEMPTION COMMENCEMENT DATE AT THE REDEMPTION PRICE, PLUS ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF REDEMPTION. THE BANK OF NEW YORK MELLON CORPORATION SHALL PROVIDE AT LEAST 10 AND NOT MORE THAN 60 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDER OF THE NOTE.
DAY COUNT CONVENTION:30/360
PRINCIPAL AMOUNT: $750,000,000
ISSUE PRICE:99.958% OF PRINCIPAL AMOUNT
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER:$748,560,000
BENCHMARK TREASURY:UST 2.250% DUE FEBRUARY 15, 2027
BENCHMARK TREASURY YIELD: 2.405%
SPREAD TO BENCHMARK TREASURY:+85 BASIS POINTS
RE-OFFER YIELD:3.255%
DENOMINATIONS:$1,000 X $1,000
LISTING:NONE
CUSIP/ISIN:06406RAD9 / US06406RAD98
BOOKRUNNERS: | BARCLAYS CAPITAL INC. | |
GOLDMAN SACHS & CO. LLC | ||
MIZUHO SECURITIES USA LLC | ||
MORGAN STANLEY & CO. LLC | ||
BNY MELLON CAPITAL MARKETS, LLC | ||
CO-MANAGERS: | BB&T CAPITAL MARKETS, A DIVISION OF BB&T SECURITIES, LLC | |
BLAYLOCK VAN, LLC | ||
ICBC STANDARD BANK PLC*** | ||
JEFFERIES LLC | ||
NATIXIS SECURITIES AMERICAS LLC | ||
R. SEELAUS & CO., INC. | ||
TD SECURITIES (USA) 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 prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, 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 web site 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 Barclays Capital, Inc. at1-888-603-5847, Goldman Sachs & Co. LLC at1-866-471-2526, Mizuho Securities USA LLC at1-866-271-7403, Morgan Stanley & Co. LLC at1-866-718-1649 or BNY Mellon Capital Markets, LLC at1-800-269-6864.
* | 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 Book-Runners 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 three business days, referred to as T+3, 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+3 basis, investors who wish to trade the Notes before a final settlement will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. |
*** | ICBC Standard Bank Plc may not underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that are offered or sold in the United States. Notwithstanding anything to the contrary in the prospectus or the prospectus supplement, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that may be offered or sold by other agents in the United States. ICBC Standard Bank Plc shall offer and sell the Notes constituting part of its allotment solely outside the United States. |