Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on October 30, 2008, reporting a significant capital raise from the U.S. Department of the Treasury. The company issued $25 billion in Fixed Rate Cumulative Perpetual Preferred Stock, Series K, to the Treasury. This capital infusion was part of the Troubled Asset Relief Program (TARP) during the 2008 financial crisis, aimed at strengthening the balance sheets of major financial institutions. In addition to the preferred stock, JPM also issued a warrant to the Treasury for the purchase of approximately 88.4 million shares of common stock at an exercise price of $42.42. This filing details the terms of the preferred stock, including its dividend rate (5% for the first five years, 9% thereafter), and certain restrictions placed on JPM, such as limitations on common stock dividends and share repurchases, as well as executive compensation limits.
Key Highlights
- 1JPMorgan Chase & Co. raised $25 billion from the U.S. Department of the Treasury on October 28, 2008.
- 2The capital was provided in exchange for 2,500,000 shares of Series K Fixed Rate Cumulative Perpetual Preferred Stock.
- 3A warrant was also issued to the Treasury, allowing it to purchase up to 88,401,697 shares of JPM's common stock at $42.42 per share.
- 4The Series K Preferred Stock carries a 5% annual dividend for the first five years, increasing to 9% annually thereafter, subject to declaration by the Board of Directors.
- 5The securities purchase agreement imposes restrictions on JPM's ability to pay common stock dividends exceeding $0.38 per share quarterly and limits share repurchases.
- 6The company is subject to certain executive compensation limitations under the Emergency Economic Stabilization Act of 2008.
- 7The transaction was conducted under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.