Form 8-K Bank of New York Mellon For: Jul 26
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction
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(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:
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|ITEM 8.01.|| |
On July 26, 2022, The Bank of New York Mellon Corporation issued $1,250,000,000 aggregate principal amount of its 4.414% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2026 (the “2026 Fixed Rate / Floating Notes”) and $500,000,000 aggregate principal amount of its 4.596% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2030 (the “2030 Fixed Rate / Floating Rate Notes” and, together with the 2026 Fixed Rate / Floating Rate Notes, 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. 333-261575) (the “Registration Statement”). In connection with this issuance, Exhibits 5.1 and 23.1 are filed as part of this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
|ITEM 9.01.|| |
FINANCIAL STATEMENTS AND EXHIBITS.
|5.1||Opinion of Sullivan & Cromwell LLP|
|23.1||Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)|
|104||Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document|
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
|Date: July 26, 2022||By:|
|Name:||James J. Killerlane III|
July 26, 2022
The Bank of New York Mellon Corporation,
240 Greenwich Street,
New York, NY 10286.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the Act), of $1,250,000,000 aggregate principal amount of 4.414% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2026 and $500,000,000 aggregate principal amount of 4.596% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2030 (collectively, the Securities) of The Bank of New York Mellon Corporation, a Delaware corporation (the Company), issued pursuant to the Senior Debt Indenture, dated as of February 9, 2016 (the Base Indenture), as supplemented by the First Supplemental Senior Debt Indenture, dated as of January 30, 2017 (together with the Base Indenture, the Indenture), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities constitute valid and legally binding obligations of the Company, 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.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens thereof examined by us, that the certificates of authentication of the Securities of The Bank of New York Mellon, as authenticating agent (the Authenticating Agent), have been manually signed by one of the Authenticating Agents authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
The Bank of New York Mellon Corporation
We hereby consent to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K, filed on the date hereof, and its incorporation by reference into the Registration Statement relating to the Securities (File No. 333-261575). In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
|Very truly yours,|
|/s/ Sullivan & Cromwell LLP|
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