What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to formally announce the establishment and issuance of Bank of America's Series V Preferred Stock and the related Depositary Shares. It details the key terms and preferences of this new class of preferred stock.

What are the key features of the Series V Preferred Stock?

The Series V Preferred Stock is a fixed-to-floating rate, non-cumulative preferred stock with a liquidation preference of $25,000 per share. A significant feature is the inclusion of dividend payment restrictions on common stock and other junior/parity preferred stock if the full dividends on the Series V Preferred Stock are not paid.

What are Depositary Shares and how do they relate to the Series V Preferred Stock?

Depositary Shares are fractional interests in a share of preferred stock. In this case, each Depositary Share represents a 1/25th interest in a share of the Series V Preferred Stock. This structure often makes the preferred stock more accessible to a broader range of investors.

What implications does the dividend restriction have for common stockholders?

The dividend restrictions mean that if Bank of America fails to pay the full dividends on the Series V Preferred Stock, it will be prohibited from paying dividends on or repurchasing its common stock or any preferred stock that ranks equally or junior to the Series V Preferred Stock. This prioritizes payments to Series V Preferred shareholders.

BAC 8-K: Shareholder Matters & Corporate Changes

Summary

This 8-K filing from Bank of America Corporation on June 17, 2014, details the issuance and sale of its Series V Preferred Stock. Specifically, the company filed a Certificate of Designations to establish the terms of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V. This new series of preferred stock carries a liquidation preference of $25,000 per share. The filing also announces the closing of an offering of 1,500,000 Depositary Shares, each representing a 1/25th interest in a share of the Series V Preferred Stock. Importantly, the terms of the Series V Preferred Stock include restrictions on the company's ability to pay dividends or repurchase common stock or other parity/junior preferred stock if it fails to pay full dividends on the Series V Preferred Stock. This structure aims to protect preferred shareholders' dividend rights.

Key Highlights

1Bank of America filed a Certificate of Designations establishing the Series V Preferred Stock.
2The Series V Preferred Stock has a liquidation preference of $25,000 per share.
3The company closed the sale of 1,500,000 Depositary Shares, each representing a 1/25th interest in a Series V Preferred Stock share.
4Dividends on the Series V Preferred Stock are fixed-to-floating and non-cumulative.
5Restrictions are imposed on common stock and junior/parity preferred stock dividends and repurchases if Series V Preferred dividends are not paid in full.
6The filing includes various exhibits related to the underwriting, Certificate of Designations, Deposit Agreement, and legal opinions for the Series V Preferred Stock and Depositary Shares.

BANK OF AMERICA CORP /DE/ 8-K Report, Rights Modification (Jun 17, 2014)

Summary

Key Highlights

Frequently Asked Questions