Filed pursuant to Rule 433
Registration Statement No.: 333-209450
THE BANK OF NEW YORK MELLON CORPORATION
$750,000,000 3.400% SENIOR NOTES DUE 2028
January 22, 2018
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: JANUARY 29, 2028
TRADE DATE: JANUARY 22, 2018
SETTLEMENT DATE: JANUARY 29, 2018 (T+5) **
REDEMPTION COMMENCEMENT DATE: OCTOBER 29, 2027
COUPON: 3.400% PER ANNUM
COUPON FREQUENCY: SEMI-ANNUALLY
INTEREST PAYMENT DATES: INTEREST PAYS SEMI-ANNUALLY ON EACH JANUARY 29 AND JULY 29, COMMENCING ON JULY 29, 2018 AND ENDING ON THE MATURITY DATE
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 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: 99.950% OF PRINCIPAL AMOUNT
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $748,500,000
BENCHMARK TREASURY: UST 2.250% DUE NOVEMBER 15, 2027
BENCHMARK TREASURY YIELD: 2.656%
SPREAD TO BENCHMARK TREASURY: +75 BASIS POINTS
RE-OFFER YIELD: 3.406%
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RAF4 / US06406RAF47
| BOOKRUNNERS: | CITIGROUP GLOBAL MARKETS INC. | |
| GOLDMAN SACHS & CO. LLC | ||
| J.P. MORGAN SECURITIES LLC | ||
| MORGAN STANLEY & CO. LLC | ||
| BNY MELLON CAPITAL MARKETS, LLC | ||
| CO-MANAGERS: | BMO CAPITAL MARKETS CORP. | |
| PIPER JAFFRAY & CO. | ||
| SMBC NIKKO SECURITIES AMERICA, INC. | ||
| UNICREDIT CAPITAL MARKETS LLC | ||
| WESTPAC CAPITAL MARKETS, LLC | ||
| GREAT PACIFIC SECURITIES | ||
| TRIBAL 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 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 Citigroup Global Markets Inc. at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 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 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 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 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. |