8-KShareholder MattersCorporate ChangesOther Events+1

ALLSTATE CORP 8-K Report, Rights Modification (Nov 8, 2019)

Filed November 8, 2019For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

The Allstate Corporation (ALL) filed an 8-K report on November 8, 2019, detailing the issuance and closing of a public offering for its Series I Fixed Rate Noncumulative Perpetual Preferred Stock. This offering involved 12,000,000 depositary shares, each representing a 1/1,000th interest in a share of the Series I Preferred Stock. The issuance of this preferred stock introduces certain restrictions on Allstate's ability to declare or pay dividends on, or acquire, its common stock or other junior/parity securities if dividends on the Series I Preferred Stock are not paid. This move signifies a strategic financing decision by Allstate, likely to bolster its capital position or fund specific initiatives without diluting common equity directly through a stock issuance. Investors should note the potential impact on future common stock dividend payments and share repurchases due to the new restrictions tied to the preferred stock's dividend payments. The filing also includes the Underwriting Agreement, the Certificate of Designations for the Series I Preferred Stock, and the Deposit Agreement.

Key Highlights

  • 1Allstate Corporation issued Series I Fixed Rate Noncumulative Perpetual Preferred Stock, offered as depositary shares.
  • 2Public offering closed on November 8, 2019, involving 12,000,000 depositary shares.
  • 3Each depositary share represents a 1/1,000th interest in a share of Series I Preferred Stock.
  • 4Issuance of Series I Preferred Stock imposes restrictions on dividends and acquisitions of common stock or parity/junior securities if preferred dividends are missed.
  • 5The Series I Preferred Stock is noncumulative.
  • 6The filing includes the Underwriting Agreement, Certificate of Designations, and Deposit Agreement as exhibits.
  • 7This action represents a significant capital-raising event through preferred equity.

Frequently Asked Questions

This 8-K filing announces the completion of Allstate Corporation's public offering of its Series I Fixed Rate Noncumulative Perpetual Preferred Stock, issued as depositary shares, and details the associated legal and contractual documents.

The issuance of the Series I Preferred Stock imposes restrictions on Allstate's ability to declare or pay dividends on, or purchase, redeem, or acquire its common stock or other securities that rank junior to or on parity with the Series I Preferred Stock, should Allstate fail to pay dividends on the Series I Preferred Stock for a preceding dividend period.

Noncumulative means that if Allstate does not declare and pay a dividend on the Series I Preferred Stock for a specific dividend period, that missed dividend is forfeited and will not accumulate to be paid at a later date. This is a crucial detail for investors evaluating the reliability of preferred dividend income.

Allstate offered an aggregate of 12,000,000 depositary shares. Each depositary share represents a 1/1,000th interest in a share of the Series I Preferred Stock.