Summary
This 8-K filing from Allstate Corporation reports on the closing of its public offering of 11,500,000 Depositary Shares, each representing a 1/1,000th interest in its Fixed Rate Noncumulative Perpetual Preferred Stock, Series A. The offering included an exercise of the underwriters' option to purchase an additional 1,500,000 depositary shares to cover over-allotments. The filing also details the establishment of the Preferred Stock through a Certificate of Designations, which places restrictions on common stock dividends and repurchases if dividends on the preferred stock are not paid. This issuance represents a significant capital-raising event for Allstate and impacts its capital structure and dividend policies.
Key Highlights
- 1Allstate Corporation closed a public offering of 11,500,000 Depositary Shares representing its Series A Preferred Stock.
- 2An additional 1,500,000 Depositary Shares were purchased by underwriters to cover over-allotments, bringing the total offering size to 13,000,000 Depositary Shares.
- 3The issuance of the Preferred Stock establishes restrictions on the company's ability to pay dividends on or repurchase common stock if preferred stock dividends are not met.
- 4The Certificate of Designations for the Preferred Stock was filed with the Delaware Secretary of State on June 10, 2013.
- 5The offering was registered under a Form S-3 registration statement (File No. 333-181059).
- 6Wells Fargo Bank, N.A. serves as the depositary for the depositary shares.
- 7The filing includes relevant exhibits such as the Certificate of Designations, Deposit Agreement, and legal opinions.
Frequently Asked Questions
This 8-K filing announces the closing of Allstate Corporation's public offering of 11,500,000 Depositary Shares representing its Series A Preferred Stock, and the exercise of the underwriters' option for an additional 1,500,000 shares. It also details the establishment of the terms of this preferred stock.
The issuance of the Series A Preferred Stock imposes restrictions on Allstate's ability to declare or pay dividends on, or purchase, redeem, or acquire its common stock (or any stock ranking junior to or on parity with the Preferred Stock) if dividends on the Preferred Stock are not declared and paid for the preceding dividend period.
The offering involved 11,500,000 Depositary Shares, with an additional 1,500,000 purchased under the over-allotment option, totaling 13,000,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in a share of the Preferred Stock, meaning 13,000 shares of Preferred Stock were effectively issued.
The key parties include The Allstate Corporation (the issuer), Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC (as underwriters and representatives), and Wells Fargo Bank, N.A. (as depositary).