Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on August 27, 2012, to report the completion of an offering and sale of its 5.50% Non-Cumulative Preferred Stock, Series O. A total of 125,750 shares of Series O Preferred Stock were issued, represented by 50,300,000 depositary shares. This offering was conducted under the company's effective Registration Statement on Form S-3 and involved an underwriting agreement with J.P. Morgan Securities LLC and other underwriters. The filing also details the establishment of the Series O Preferred Stock through a Certificate of Designation, which outlines its rights, preferences, privileges, restrictions, and limitations. Importantly, the terms of this preferred stock include provisions that can restrict the company's ability to pay dividends or make distributions on its common stock or junior preferred stock if dividends on the Series O Preferred Stock are not declared. Investors should note the non-cumulative nature of the dividends and the liquidation preference of $10,000 per share.
Key Highlights
- 1JPMorgan Chase & Co. completed the issuance and sale of 125,750 shares of 5.50% Non-Cumulative Preferred Stock, Series O.
- 2These preferred shares were represented by 50,300,000 depositary shares, with each depositary share representing 1/400th of a Series O preferred share.
- 3The offering was made pursuant to the company's Registration Statement on Form S-3 (File No. 333-169900).
- 4The Certificate of Designation, filed with the Delaware Secretary of State, formally established the rights and terms of the Series O Preferred Stock.
- 5A key feature of the Series O Preferred Stock is its non-cumulative dividend feature.
- 6The terms include a provision that restricts dividend payments on common stock or junior preferred stock if dividends on the Series O Preferred Stock are not declared for the relevant dividend period.
- 7The liquidation preference for the Series O Preferred Stock is $10,000 per share.