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Filed Pursuant to Rule 433 |
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Registration Statement No. 333-282710 |
THE BANK OF NEW YORK MELLON CORPORATION
$1,250,000,000 4.942% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2031
February 4, 2025
ISSUER: THE
BANK OF NEW YORK MELLON CORPORATION
SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES J
EXPECTED RATINGS (MOODY’S / S&P / FITCH / DBRS)*: AA3 (STABLE) / A (STABLE) / AA- (STABLE) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE:
FEBRUARY 11, 2031
TRADE DATE: FEBRUARY 4, 2025
SETTLEMENT DATE: FEBRUARY 11, 2025 (T+5)**
FIXED
INTEREST RATE: 4.942% PER ANNUM
FIXED RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM FEBRUARY 11, 2025 TO, BUT EXCLUDING,
FEBRUARY 11, 2030 (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, FEBRUARY 11, 2030, 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 ELEVENTH OF FEBRUARY AND AUGUST OF EACH YEAR, COMMENCING ON AUGUST 11, 2025 AND ENDING ON THE EARLIER OF FEBRUARY 11, 2030 OR A REDEMPTION DATE, AS APPLICABLE.
WITH RESPECT TO THE FLOATING RATE PERIOD, INTEREST PAYS QUARTERLY ON THE ELEVENTH OF FEBRUARY, MAY, AUGUST AND NOVEMBER OF EACH YEAR, COMMENCING ON MAY 11, 2030, 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 AUGUST 11, 2025 (OR, IF ANY ADDITIONAL NOTES ARE ISSUED AFTER FEBRUARY 11, 2025, BEGINNING SIX MONTHS AFTER THE LAST ISSUE DATE FOR SUCH ADDITIONAL NOTES) AND TO, BUT EXCLUDING, FEBRUARY 11, 2030 (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:
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(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 PROSPECTUS SUPPLEMENT) PLUS 10 BASIS POINTS LESS (B) INTEREST ACCRUED TO, BUT EXCLUDING, THE DATE OF REDEMPTION, AND |
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(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 JANUARY 11, 2031, 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 FEBURARY 11, 2030, 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 FEBURARY 11, 2030, 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: $1,250,000,000
PRICE TO PUBLIC:
100.000% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM FEBRUARY 11, 2025
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $1,248,125,000
FIXED RATE BENCHMARK TREASURY: UST 4.250% DUE JANUARY 31, 2030
FIXED RATE BENCHMARK TREASURY YIELD: 4.322%
FIXED RATE
SPREAD TO BENCHMARK TREASURY: +62 BASIS POINTS
FLOATING RATE BASE RATE OR BENCHMARK: COMPOUNDED SOFR
FLOATING RATE SPREAD: +88.7 BASIS POINTS
FLOATING RATE
MINIMUM INTEREST RATE: 0%
RE-OFFER YIELD: 4.942%
DENOMINATIONS: $2,000 X $1,000
LISTING: NONE
