Summary
JPMorgan Chase & Co. filed an 8-K on August 21, 2008, reporting the completion of the issuance and sale of 180,000 shares of its 8.625% Non-Cumulative Preferred Stock, Series J. These shares were issued through depositary receipts, with each receipt representing 1/400th of a share. The issuance was conducted under the company's effective Form S-3 registration statement and an underwriting agreement dated August 14, 2008. This preferred stock issuance establishes specific dividend and liquidation preference rights. Importantly, the terms of the Series J Preferred Stock include restrictions on the company's ability to pay dividends or make distributions on its common stock or junior preferred stock if dividends on the Series J Preferred Stock are not paid. The filing also includes the Certificate of Designations and a Replacement Capital Covenant, which notifies holders of specific subordinated debentures about their rights under this new covenant.
Key Highlights
- 1JPMorgan Chase & Co. issued 180,000 shares of 8.625% Non-Cumulative Preferred Stock, Series J.
- 2The preferred stock was issued via 72,000,000 depositary receipts, each representing 1/400th of a share.
- 3The issuance was completed on August 21, 2008, under a Form S-3 registration statement.
- 4The Series J Preferred Stock carries an 8.625% dividend rate and a $10,000 per share liquidation preference.
- 5Dividend payments on common stock and junior preferred stock are restricted if Series J Preferred dividends are not met.
- 6A Replacement Capital Covenant was entered into, impacting holders of 5.875% Junior Subordinated Deferrable Interest Debentures, Series O.