8-KShareholder MattersCorporate ChangesOther Events+1

ALLSTATE CORP 8-K Report, Rights Modification (Sep 30, 2013)

Filed September 30, 2013For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

The Allstate Corporation filed an 8-K on September 30, 2013, primarily to report on the issuance of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series C. This action introduces new terms and conditions that affect Allstate's ability to pay dividends or repurchase its common stock or parity/junior securities if preferred stock dividends are not met. The filing also details the closing of a public offering for 15,400,000 depositary shares, each representing a 1/1,000th interest in the Series C Preferred Stock, with an option for underwriters to purchase additional shares to cover over-allotments. Investors should note that the issuance of this preferred stock and the associated Certificate of Designations, filed with the Delaware Secretary of State, establish specific restrictions on common stock actions. These restrictions are tied to the payment of dividends on the Series C Preferred Stock, a key consideration for common shareholders regarding potential future capital allocation by the company.

Key Highlights

  • 1Allstate Corporation issued Fixed Rate Noncumulative Perpetual Preferred Stock, Series C.
  • 2The issuance of Series C Preferred Stock imposes restrictions on dividend payments and share repurchases of common stock or parity/junior securities if preferred dividends are not met.
  • 3A public offering of 15,400,000 depositary shares, representing interests in the Series C Preferred Stock, closed on September 30, 2013.
  • 4Underwriters exercised an option to purchase an additional 1,400,000 depositary shares to cover over-allotments.
  • 5Underwriters retain a further option to purchase an additional 700,000 depositary shares for over-allotments.
  • 6The Certificate of Designations for the Preferred Stock was filed with the Delaware Secretary of State on September 26, 2013.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the issuance of Allstate's Fixed Rate Noncumulative Perpetual Preferred Stock, Series C, and the closing of its public offering of depositary shares representing interests in this preferred stock. It also details the terms and restrictions associated with this new preferred stock.

The Series C Preferred Stock introduces a restriction: if Allstate does not declare and pay dividends on the preferred stock for a given period, the company's ability to declare dividends on, or purchase, redeem, or acquire its common stock or any parity/junior securities will be restricted. This could impact future capital allocation decisions affecting common shareholders.

Allstate closed a public offering of 15,400,000 depositary shares, with each share representing a 1/1,000th interest in the Series C Preferred Stock. The offering was registered under a Form S-3 registration statement. Underwriters also exercised options to purchase additional shares for over-allotments.

The Certificate of Designations for the Series C Preferred Stock was filed with the Delaware Secretary of State on September 26, 2013, and became effective upon filing. The public offering of related depositary shares closed on September 30, 2013.