Summary
American Express Company (AXP) filed an 8-K report on November 11, 2014, detailing the issuance of 750,000 Depositary Shares, each representing a 1/1,000th interest in a Series B Preferred Share, on November 10, 2014. This issuance was made under a Certificate of Amendment filed on November 7, 2014, which established the terms of the 5.200% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Shares, Series B. The primary impact for investors is the introduction of these new preferred shares and their associated terms, including potential restrictions on common stock dividends if preferred dividends are not met.
Key Highlights
- 1American Express issued 750,000 Depositary Shares representing interests in Series B Preferred Shares on November 10, 2014.
- 2The Series B Preferred Shares are perpetual, non-cumulative, and have a fixed-to-floating rate dividend structure at 5.200%.
- 3The issuance was formalized by a Certificate of Amendment filed on November 7, 2014, amending the company's Restated Certificate of Incorporation.
- 4Each Depositary Share represents a 1/1,000th interest in a Series B Preferred Share.
- 5The Series B Preferred Shares carry a liquidation preference of $1,000,000 per share.
- 6Failure to pay full dividends on the Series B Preferred Shares imposes restrictions on the company's ability to declare or pay dividends, make distributions, or redeem common stock.