Summary
This 8-K filing by Bank of America Corporation (BAC) on May 23, 2008, primarily details the issuance and terms of its 8.20% Non-Cumulative Preferred Stock, Series H. The company filed a Certificate of Designations with the Delaware Secretary of State to establish the preferences and rights of this new preferred stock, which has a liquidation preference of $25,000 per share. Furthermore, the filing reports on the public offering of 108,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of the Series H Preferred Stock. An underwriting agreement was executed on May 20, 2008, with provisions for an over-allotment option for the underwriters. Importantly, the issuance of this Series H Preferred Stock imposes restrictions on BAC's ability to declare or pay dividends on, or repurchase, redeem, or acquire its Junior Stock and Parity Stock in the event of a failure to pay full dividends on the Series H Preferred Stock.
Key Highlights
- 1Bank of America Corporation issued 8.20% Non-Cumulative Preferred Stock, Series H.
- 2The Series H Preferred Stock has a liquidation preference of $25,000 per share.
- 3108,000,000 Depositary Shares were offered, each representing a 1/1,000th interest in a share of the Series H Preferred Stock.
- 4An over-allotment option of up to 16,200,000 additional Depositary Shares was granted to underwriters.
- 5The filing establishes restrictions on dividends and repurchases of BAC's Junior and Parity Stock if Series H Preferred Stock dividends are not paid in full.
- 6The issuance is documented via a Certificate of Designations and an Underwriting Agreement.
- 7This action was approved and ratified by a Board-appointed Committee.