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

The primary purpose of this 8-K filing is to report on the establishment and issuance of a new class of preferred stock, the 6.500% Non-Cumulative Preferred Stock, Series Y, and its associated Depositary Shares. It details the terms and conditions of this new security and confirms the successful closing of its sale.

What are the key financial characteristics of the Series Y Preferred Stock?

The Series Y Preferred Stock pays a fixed dividend of 6.500% annually. It has a significant liquidation preference of $25,000 per share. Importantly, it is non-cumulative, meaning if a dividend payment is missed, it is not carried forward to future payment periods.

What are the implications of the restrictions mentioned for common stockholders?

The restrictions mean that if Bank of America fails to pay the full dividends on its Series Y Preferred Stock, the company's ability to declare or pay dividends on, or repurchase, its common stock or any junior preferred stock will be limited. This protects the preferred stockholders' dividend rights.

How much capital did Bank of America raise through this issuance?

While the exact total amount raised isn't explicitly stated in the provided text, the issuance of 44,000,000 Depositary Shares, each representing a 1/1,000th interest in Series Y Preferred Stock with a $25,000 per share liquidation preference, indicates a substantial capital raise. The gross proceeds would be the total number of depositary shares sold multiplied by the price per depositary share (which can be inferred from the liquidation preference and the fraction of a share it represents).

BAC 8-K: Shareholder Matters & Corporate Changes

Summary

Bank of America Corporation (BAC) filed an 8-K on January 26, 2015, reporting on the issuance and terms of its new 6.500% Non-Cumulative Preferred Stock, Series Y. The company finalized and filed a Certificate of Designations for this Series Y Preferred Stock, which carries a liquidation preference of $25,000 per share. This filing details the preferences, limitations, and relative rights associated with this new preferred stock class. Furthermore, the report confirms the closing of the sale of 44,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of the Series Y Preferred Stock. These shares were issued at a fixed dividend rate of 6.500% and are subject to specific restrictions on common stock or junior preferred stock dividends and repurchases if dividends on the Series Y Preferred Stock are not met. This issuance represents a significant capital raise for the company through preferred equity.

Key Highlights

1Bank of America issued 44,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of Series Y Preferred Stock.
2The Series Y Preferred Stock has a fixed dividend rate of 6.500% per annum.
3Each share of Series Y Preferred Stock has a liquidation preference of $25,000.
4The company filed a Certificate of Designations to establish the terms of the Series Y Preferred Stock, effective January 27, 2015.
5Restrictions are placed on dividends and repurchases of common stock and junior preferred stock if full dividends on Series Y Preferred Stock are not paid.
6The issuance included the full exercise of an over-allotment option by underwriters for 4,000,000 Depositary Shares.
7The offering was made under a prospectus dated March 30, 2012, supplemented by a prospectus supplement dated January 20, 2015.

BANK OF AMERICA CORP /DE/ 8-K Report, Rights Modification (Jan 27, 2015)

Summary

Key Highlights

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