The Bank of New York Mellon Corporation (BK) FWPFree writing prospectus
Filed: 20 Apr 22, 7:27am
Filed pursuant to Rule 433
Registration Statement No. 333-261575
THE BANK OF NEW YORK MELLON CORPORATION
$350,000,000 3.850% SENIOR NOTES DUE 2029
April 19, 2022
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) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE: APRIL 26, 2029
TRADE DATE: APRIL 19, 2022
SETTLEMENT DATE: APRIL 26, 2022 (T+5) **
REDEMPTION COMMENCEMENT DATE: FEBRUARY 26, 2029
INTEREST RATE: 3.850% PER ANNUM
INTEREST FREQUENCY: SEMI-ANNUALLY
INTEREST PAYMENT DATES: INTEREST PAYS SEMI-ANNUALLY ON THE TWENTY-SIXTH OF APRIL AND OCTOBER OF EACH YEAR, COMMENCING ON OCTOBER 26, 2022, AND ENDING ON THE MATURITY DATE (OR THE NEXT BUSINESS DAY, IF ANY INTEREST PAYMENT DATE FALLS ON A NON-BUSINESS DAY; THE AMOUNT OF INTEREST PAYABLE WILL NOT BE ADJUSTED FOR SUCH POSTPONEMENT).
REDEMPTION PRICE: 100% OF THE 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 5 AND NOT MORE THAN 30 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDERS OF THE NOTES.
DAY COUNT CONVENTION: 30/360
PRINCIPAL AMOUNT: $350,000,000
PRICE TO PUBLIC: 99.903% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM APRIL 26, 2022
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $349,135,500
BENCHMARK TREASURY: UST 2.375% DUE MARCH 31, 2029
BENCHMARK TREASURY YIELD: 2.966%
SPREAD TO BENCHMARK TREASURY: +90 BASIS POINTS
RE-OFFER YIELD: 3.866%
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RBD8 / US06406RBD89
BOOKRUNNERS: | CITIGROUP GLOBAL MARKETS INC. | |
DEUTSCHE BANK SECURITIES INC. | ||
LOOP CAPITAL MARKETS LLC | ||
RBC CAPITAL MARKETS, LLC | ||
SAMUEL A. RAMIREZ & COMPANY, INC. | ||
SIEBERT WILLIAMS SHANK & CO., LLC | ||
BNY MELLON CAPITAL MARKETS, LLC | ||
CO-MANAGERS***: | TD SECURITIES (USA) LLC | |
COMMONWEALTH BANK OF AUSTRALIA | ||
JEFFERIES 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 prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement 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 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 Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611, Loop Capital Markets LLC at 1-312-913-4900, RBC Capital Markets, LLC at 1-866-375-6829, Samuel A. Ramirez & Company, Inc. at 1-800-888-4086, Siebert Williams Shank & Co., LLC at 1-212-830-4500 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. |